Form 8-K

8-K — LANDS' END, INC.

Accession: 0001104659-26-038270

Filed: 2026-04-01

Period: 2026-04-01

CIK: 0000799288

SIC: 5651 (RETAIL-FAMILY CLOTHING STORES)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2610714d1_8k.htm (Primary)

EX-2.2 — EXHIBIT 2.2 (tm2610714d1_ex2-2.htm)

EX-2.3 — EXHIBIT 2.3 (tm2610714d1_ex2-3.htm)

EX-2.4 — EXHIBIT 2.4 (tm2610714d1_ex2-4.htm)

EX-2.5 — EXHIBIT 2.5 (tm2610714d1_ex2-5.htm)

EX-99.1 — EXHIBIT 99.1 (tm2610714d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2610714d1_8k.htm · Sequence: 1

false

0000799288

2026-04-01

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 1, 2026

LANDS’

END, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-09769

36-2512786

(State or other jurisdiction

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5 Lands’ End Lane

Dodgeville, Wisconsin

53595

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (608) 935-9341

Not Applicable

(Former name or former address, if changed

since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the

Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value $0.01 per share

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ¨

Introductory Note

On April 1, 2026 (the “Closing Date”),

Lands’ End, Inc., a Delaware corporation (the “Company”), and Lands’ End Direct Merchants, Inc., a Delaware

corporation and wholly owned subsidiary of the Company (“LEDM” and, together with the Company, the “Sellers”),

consummated the transactions (the “Transactions”) contemplated by that certain Membership Interest Purchase Agreement

(the “MIPA”), dated as of January 26, 2026, by and among the Sellers, WH Borrower, LLC, a Delaware limited liability

company (“WHP Borrower”), WH Topco, L.P., a Delaware limited partnership (“WHP Topco”) (d/b/a WHP

Global), and LEWHP, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of WHP Topco (“WHP”).

Pursuant to the MIPA, on the Closing Date, (a) Sellers

contributed all of their respective intellectual property and related assets associated with the “Lands’ End” brand,

including all of the license agreements entered into in connection with Lands’ End’s licensing business (the “Contributed

Assets”) to LE Topco, LLC, a newly formed Delaware limited liability company and wholly owned subsidiary of Sellers (“LE

Topco”), and LE Topco assumed certain liabilities related to the Contributed Assets (such transactions, the “IP Contribution”),

and (b) immediately thereafter, Sellers sold 50% of LE Topco’s Class A Units, representing a 50% controlling ownership stake in

LE Topco, to WHP for an aggregate purchase price of $300 million in cash (the “Membership Interests Purchase”).

Pursuant to the MIPA, on March 31, 2026, WHP and WHP

Topco’s previously announced tender offer (the “Tender Offer”) to purchase up to 2,222,222 shares of the Company’s

common stock (the “Common Stock”), par value $0.01 per share, at a price of $45.00 per share in cash, without interest

and subject to any applicable tax withholding, expired. Following the expiration of the Tender Offer, on April 1, 2026, WHP accepted for

payment 2,222,222 shares of Common Stock, representing approximately 7.2% of the Company’s outstanding shares of Common Stock.

The foregoing description of the transactions pursuant to the MIPA

does not purport to be complete and is qualified in its entirety by reference to the full text of the MIPA, a copy of which was filed

as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January

26, 2026 and which is incorporated herein by reference.

Item 1.01. Entry into a Material Definitive Agreement.

Limited

Liability Company Agreement

At the closing of the Transactions, Sellers, LE Topco, WHP and WHP Topco

entered into the amended and restated limited liability company agreement of LE Topco among LE Topco, Sellers, WHP and, solely for purposes

of certain sections enumerated therein, WHP Topco (the “LLCA”), pursuant to which LE Topco has a single class of membership

interests consisting of Class A Units (the “Units”), with Sellers owning 50% of the Units and WHP owning 50% of the

Units.

Pursuant to the LLCA, LE Topco is governed by a board of managers (the

“LE Topco Board”) consisting of four managers, with two managers appointed by each of WHP and Sellers. Managers appointed

by WHP collectively have an extra vote permitting WHP to control decisions of the LE Topco Board, which is subject to change in the future

based on the relative ownership percentages of WHP and Sellers in LE Topco.

Sellers’ Units may be exchanged for WHP Topco Units (as defined in

the LLCA) in connection with the following WHP Topco monetization events as described below and subject to the terms and conditions set

forth in the LLCA:

· In an initial public offering, direct listing or de-SPAC of WHP Topco, where WHP’s enterprise value-to-EBITDA multiple (the

“Exchange Reference Multiple”), when calculated based on the WHP listing price, is equal to or greater than 13, then

the Company can elect to exchange Sellers’ Units for WHP Topco Units or WHP can force Sellers’ Units to be exchanged for WHP

Topco Units. If the Exchange Reference Multiple is less than 13, then the Company can elect to exchange Sellers’ Units for WHP Topco

Units;

· In a change of control of WHP Topco, where WHP’s Exchange Reference Multiple (counting only cash, public securities or other

specified consideration) implied by the transaction is equal to or greater than the Minimum Multiple (as defined below), then the Company

is required to exchange Sellers’ Units for WHP Topco Units; and

· In a significant asset sale by WHP Topco of 50% or more of its EBITDA, where the Exchange Reference Multiple implied by such asset

sale (counting only cash, public securities and other specified consideration) is greater than or equal to the Minimum Multiple, the Company

is required to exchange Sellers’ Units for WHP Topco Units.

In the event the Sellers’ Units are exchanged for WHP Topco Units

in the aforementioned scenarios, the Sellers’ stake in LE Topco would be valued at the EBITDA multiple implied by WHP Topco’s

monetization event.

The minimum multiple is initially set at 13x, and the Sellers may reset

such multiple one time per calendar year with WHP’s consent, not to be unreasonably withheld, conditioned or delayed (the “Minimum

Multiple”). The Company’s right to exchange in a WHP Topco monetization event terminates on the occurrence of any of the

aforementioned monetization events, whether or not the Sellers’ Units were exchanged.

Pursuant to the LLCA, WHP and Sellers generally may not transfer their

Units prior to the third anniversary of the Closing Date (other than to permitted transferees or a third party purchaser of WHP). After

the third anniversary of the Closing Date, each party may transfer its respective Units but subject to tag along rights and a right of

first offer in favor of the other parties. In addition, following the third anniversary of the Closing Date, if either the Company or

WHP receives a third party acquisition offer for 100% of LE Topco reflecting LE Topco’s enterprise value / LTM EBITDA multiple at

or above 10, the party receiving the offer has a right to “drag” the other party into such sale, subject to an ownership threshold

and the achievement of certain economic thresholds. The dragged party has the option to be dragged in such sale or, instead, buy out the

other party’s stake at the purchase price proposed by the third party.

Pursuant to the LLCA, any excess cash above $5.0 million at LE Topco (or

$7.5 million, if, as of the end of any fiscal quarter, the revenue of LE Topco and its subsidiaries with respect to the last 12 months

ending on the most recent date for which financial statements are available is greater than $150.0 million) is to be distributed to WHP

and Sellers on a quarterly basis and based on ownership split.

The

foregoing description of the LLCA does not purport to be complete and is qualified in its entirety by reference to the full text of the

LLCA, a copy of which is filed as Exhibit 2.2 to this report and is incorporated herein by reference.

License Agreement

At the closing of the Transactions, the Company,

LEDM and LE Topco entered into a License Agreement (the “License Agreement”), pursuant to which LE Topco granted LEDM

a royalty-bearing license under the intellectual property rights contributed by Sellers to LE Topco, as well as certain other intellectual

property rights developed in the future (collectively, the “Licensed IPR”), to design, manufacture, sell and promote

certain categories of products (including the types of products that the Company designs, manufactures and sells as of the date hereof)

(collectively, “Licensed Products”) in certain jurisdictions, including the United States, Canada, the United Kingdom,

Germany, Austria and France (the “Territory”), with limitations to certain channels of sale. The license is exclusive

within the Territory and specified trade channels with respect to certain core products, and non-exclusive with respect to other categories

of Licensed Products, as set forth in the License Agreement. LEDM’s license is royalty bearing and subject to a guaranteed minimum

royalty (“GMR”), with different royalty rates due depending on the channel under which Licensed Products are sold.

The GMR is $50,000,000 per year (calculated pro rata based on an amount of $50,000,000 for a twelve (12) month period for the first

contract year) through the end of the contract year 11, will increase one percent per year for contract years 12-21, and will be $55,231,106

for each contract year thereafter. In addition, LEDM is eligible to receive an adjustment to its royalties, which will be paid by LE Topco

on a quarterly basis based on total royalties received by LE Topco (including from other licensees) above a specified threshold.

The initial term of the License Agreement is

10 years following the conclusion of the first contract year, and the License Agreement automatically renews for up to 12 successive renewal

terms of 7 years each, unless LEDM provides notice of non-renewal at least 24 months prior to the end of the initial or applicable renewal

term. The License Agreement is only terminable by LE Topco if LEDM breaches its obligation to make its required guaranteed minimum payments,

or to make undisputed royalty payments, in each case subject to an opportunity to cure such non-payment within a certain period of time.

The Company is a party to the License Agreement for the sole purpose of guaranteeing LEDM’s performance thereunder.

The foregoing description

of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the License

Agreement, a copy of which is filed as Exhibit 2.3 to this report and is incorporated herein by reference.

Voting Agreements

At the closing of the Transactions,

the Company entered into voting agreements (the “Voting Agreements”) with WHP and certain stockholders of the Company

(consisting of the Company’s controlling stockholder, Edward S. Lampert, and related funds) (together with WHP Topco, each a “Specified

Stockholder”), which provide, among other things, that the Specified Stockholders will vote all of their shares of Common Stock

held at the relevant time in favor of the WHP Topco monetization events described above, under the heading “Limited Liability Company

Agreement,” on the terms and subject to the conditions set forth in the Voting Agreements.

The foregoing description

of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting

Agreements, copies of which are filed as Exhibits 2.4 and 2.5 to this report and are incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

At the closing of the Transactions,

the Company prepaid all amounts outstanding under, and terminated, that certain Term Loan Credit Agreement (the “Term Loan Credit

Agreement”), dated as of December 29, 2023, among the Company, as the borrower, Blue Torch Finance LLC, as administrative agent

and collateral agent (the “Agent”), and the lenders party thereto, and terminated that certain Guaranty and Security

Agreement (the “Guaranty and Security Agreement”), dated as of December 29, 2023, among the Company, the other grantors

party thereto and the Agent. The material terms of the Term Loan Credit Agreement and the Guaranty and Security Agreement are described

under Item 1.01 in the Company’s Form 8-K, filed with the Securities and Exchange Commission on January 3, 2024, and incorporated

by reference herein.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note

of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth

in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. The Units sold to WHP in connection

with the Membership Interests Purchase were not registered under the U.S. Securities Act of 1933 (the “Securities Act”),

and were issued in reliance on the exemption from registration requirements provided by Section 4(a)(2) of the Securities Act.

Item 7.01. Regulation FD Disclosure.

On April 1, 2026,

the Company issued a press release announcing the completion of the Transactions. A copy of the press release is furnished as Exhibit

99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The

information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Company, whether

made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated

by specific reference to this filing. The information in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed to be “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section

or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The furnishing of this information shall not be deemed

an admission as to the materiality of any such information.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description of Exhibit

2.1*

Membership Interest Purchase Agreement, dated as of January 26, 2026, by and among Lands’ End, Inc., Lands’ End Direct Merchants, Inc., WH Borrower, LLC, WHP Topco, L.P. and LEWHP, LLC (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed January 26, 2026).*

2.2

Amended and Restated Limited Liability Company Agreement, dated as of April 1, 2026, by and among Lands’ End, Inc., Lands’ End Direct Merchants, Inc., WHP Topco, L.P., LEWHP, LLC and LE Topco, LLC.*

2.3

License Agreement, dated as of April 1, 2026, by and among Lands’ End, Inc., Lands’ End Direct Merchants, Inc. and LE Topco, LLC.*

2.4

Voting and Support Agreement, dated as of April 1, 2026, by and among Lands’ End, Inc., Edward S. Lampert and related funds.*

2.5

Voting and Support Agreement, dated as of April 1, 2026, by and among Lands’ End, Inc. and LEWHP, LLC.*

99.1

Press

Release, dated as of April 1, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules

and similar attachments omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any

omitted schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2

of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

Forward-Looking Statements

This communication contains forward-looking statements that involve risks

and uncertainties, including statements regarding the Transactions and the expected results and benefits of the Transactions. These forward-looking

statements generally are identified by the words “anticipate,” “estimate,” “expect,” “intend,”

“project,” “plan,” “predict,” “believe,” “seek,” “continue,” “outlook,”

“may,” “might,” “will,” “should,” “can have,” “likely,” “targeting”

or the negative version of these words or comparable words.

These forward-looking statements are based on beliefs and assumptions made

by the Company’s management using currently available information. These statements are only predictions and are not guarantees

of future performance, actions or events. These forward-looking statements are subject to risks and uncertainties. If one or more of these

risks or uncertainties materialize, or if the Company management’s underlying beliefs and assumptions prove to be incorrect, actual

results may differ materially from those contemplated by a forward-looking statement. The inclusion of such statements should not be regarded

as a representation that such plans, estimates or expectations will be achieved. The following important factors and uncertainties, among

others, could cause actual results to differ materially from those described in these forward-looking statements: risks related to the

Company’s ability to realize the anticipated benefits of the Transactions, including the possibility that the expected benefits

from the Transactions will not be realized or will not be realized within the expected time period; the ability of the JV to implement

its business strategy; negative effects of the consummation of the Transactions on the market price of the Company’s common stock

and/or the Company’s operating results, including current or future business; risks associated with potential significant volatility

and fluctuations in the market price of the Company’s common stock; risks relating to the occurrence of an IPO, change of control

or significant asset sale of WHP Topco (an “exchange event”), which is out of the Company and its stockholders’ control,

to realize value from the Company’s exchange rights, and the possibility that such exchange event may never occur, or if it does

occur, the possibility that it occurs on unfavorable terms, including economic terms; the possibility that one or more of the agreements

governing the Transactions may contain provisions that are difficult to enforce and the possibility of legal disputes between Sellers

and WHP Topco and its affiliates that could delay realization of the full benefits of the Transactions; the possibility that any exchange

event could be structured in a manner and on terms and conditions that are disadvantageous to the Company and its stockholders; the possibility

that the contribution of the Company’s intellectual property into the JV may not achieve the anticipated results, particularly if

such intellectual property is not monetized effectively; the risk that WHP Global’s past performance may not be representative of

future results; uncertainties relating to the JV’s ability to maintain the Company’s brand name and image with customers;

uncertainties relating to the JV’s ability to respond to changing consumer preferences, identify and interpret consumer trends,

and successfully market new products; uncertainties regarding the Company’s and the JV’s focus, strategic plans and other

management actions; the risk that stockholder litigation in connection with the Transactions or other litigation, settlements or investigations

may result in significant costs of defense, indemnification and liability; the Company’s results may be materially impacted if tariffs

on imports to the United States increase and it is unable to offset the increased costs from current or future tariffs through pricing

negotiations with its vendor base, moving production out of countries impacted by the tariffs, passing through a portion of the cost increases

to the customer, or other savings opportunities; global supply chain challenges and their impact on inbound transportation costs and delays

in receiving product; disruption in the Company’s supply chain, including with respect to its distribution centers, third-party

manufacturing partners and logistics partners, caused by limits in freight capacity, increases in transportation costs, port congestion,

other logistics constraints, and closure of certain manufacturing facilities and production lines due to public health crises and other

global economic conditions; the impact of global economic conditions, including inflation, on consumer discretionary spending; the impact

of public health crises on operations, customer demand and the Company’s supply chain, as well as its consolidated results of operation,

financial position and cash flows; the Company’s ability to offer merchandise and services that customers want to purchase; changes

in customer preference from the Company’s branded merchandise; customers’ use of the Company’s digital platform, including

customer acceptance of its efforts to enhance its eCommerce websites, including the Outfitters website; customer response to the Company’s

marketing efforts across all types of media; the Company’s maintenance of a robust customer list; the Company’s retail store

strategy may be unsuccessful; the Company’s Third Party channel may not develop as planned or have its desired impact; the Company’s

dependence on information technology; failure of information technology systems, including with respect to its eCommerce operations, or

an inability to upgrade or adapt its systems; failure to adequately protect against cybersecurity threats or maintain the security and

privacy of customer, employee or company information and the impact of cybersecurity events on the Company; fluctuations and increases

in costs of raw materials as well as fluctuations in other production and distribution-related costs; impairment of the Company’s

relationships with its vendors; the Company’s failure to compete effectively in the apparel industry; legal, regulatory, economic

and political risks associated with international trade and those markets in which the Company conducts business and sources its merchandise;

the Company’s failure to protect or preserve the image of its brands and its intellectual property rights; increases in postage,

paper and printing costs; failure by third parties who provide the Company with services in connection with certain aspects of its business

to perform their obligations; the Company’s failure to timely and effectively obtain shipments of products from its vendors and

deliver merchandise to its customers; reliance on promotions and markdowns to encourage customer purchases; the Company’s failure

to efficiently manage inventory levels; unseasonal or severe weather conditions; natural disasters, political crises or other catastrophic

events; the adverse effect on the Company’s reputation if its independent vendors or licensees do not use ethical business practices

or comply with contractual obligations, applicable laws and regulations; assessments for additional state taxes; incurrence of charges

due to impairment of other intangible assets and long-lived assets; the impact on the Company’s business of adverse worldwide economic

and market conditions, including inflation and other economic factors that negatively impact consumer spending on discretionary items;

the stock repurchase program may not be executed to the full extent within its duration, due to business or market conditions or Company

credit facility limitations; the ability of the Company’s principal stockholders to exert substantial influence over the Company;

global economic, political, legislative, regulatory and market conditions (including competitive pressures), evolving legal, regulatory

and tax regimes, including the effects of tariffs, inflation and foreign currency exchange rate fluctuations around the world, the challenging

consumer retail market in the United States and around the world and the impact of war and other conflicts around the world; and other

risks, uncertainties and factors discussed in the “Risk Factors” sections of the Company’s Annual Report on Form 10-K

for the fiscal year ended January 30, 2026, and the Company’s subsequent filings with the U.S. Securities and Exchange Commission.

The Company intends the forward-looking statements to speak only as of the time made and does not undertake to update or revise them as

more information becomes available, except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LANDS’ END, INC.

Date: April 1, 2026

By:

/s/ Peter L. Gray

Name:

Peter L. Gray

Title:

President, Lands’ End Licensing, Chief Administrative Officer and General Counsel

EX-2.2 — EXHIBIT 2.2

EX-2.2

Filename: tm2610714d1_ex2-2.htm · Sequence: 2

Exhibit 2.2

___________________________

LE TOPCO, LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Dated April 1, 2026

THE UNITS ISSUED PURSUANT TO 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 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.

SUCH UNITS ARE ALSO SUBJECT TO THE ADDITIONAL

RESTRICTIONS ON TRANSFER SET FORTH IN THIS AGREEMENT.

TABLE OF CONTENTS

Page

Article I

DEFINITIONS

Section 1.1

Definitions

Section 1.2

Interpretative Matters

ARTICLE II

ORGANIZATIONAL MATTERS

Section 2.1

Formation of the Company

Section 2.2

Name

Section 2.3

Powers; Purposes

Section 2.4

Principal Location; Registered Office

Section 2.5

Term

Section 2.6

Foreign Qualification

Section 2.7

Title to Assets

Section 2.8

Partnership Status

Section 2.9

Schedules

ARTICLE III

ADMISSION OF MEMBERS; CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

Section 3.1

Capitalization

Section 3.2

Admission of Members; Additional Members

Section 3.3

Capital Accounts

Section 3.4

Negative Capital Accounts; No Additional Required Capital

Contributions

Section 3.5

No Withdrawal

Section 3.6

Loans From Members

Section 3.7

No Right of Partition

Section 3.8

Transfers of Units

Section 3.9

Non-Certification of Units; Legend; Units Are Securities

ARTICLE IV

DISTRIBUTIONS

Section 4.1

Distributions

Section 4.2

Successors

Section 4.3

Distributions In-Kind

ARTICLE V

ALLOCATIONS

Section 5.1

Allocations

Section 5.2

Special Allocations

Section 5.3

Tax Allocations

Section 5.4

Members’ Tax Reporting

Section 5.5

Withholding, Indemnification and Reimbursement

for Payments on Behalf of a Member

ARTICLE VI

MEMBERS

Section 6.1

Lack of Authority of Individual Members

Section 6.2

Members’ Right to Act

Section 6.3

Liability of Members

ARTICLE VII

MANAGEMENT OF THE COMPANY

Section 7.1

Authority of the Board

Section 7.2

Composition of the Board

Section 7.3

Meetings; Quorum; Notice; Written Consent

Section 7.4

Performance of Duties; Liability of Managers and Officers

Section 7.5

Indemnification

Section 7.6

Protective Provisions

Section 7.7

Officers

Section 7.8

FCPA and Sanctions

Section 7.9

License Agreement; Management Services Agreement

Section 7.10

Annual Budget

ARTICLE VIII

TAX MATTERS

Section 8.1

Designation of the Partnership Representative

Section 8.2

Preparation of Tax Returns

Section 8.3

Tax Election

Section 8.4

Tax Controversies

Section 8.5

Section 754 Election

Section 8.6

Push-Out Election

Section 8.7

Fiscal Year

Section 8.8

Intended Tax Treatment

ARTICLE IX

TRANSFER OF EQUITY SECURITIES

Section 9.1

Restrictions on Transfers

Section 9.2

Joinder

Section 9.3

Effect of Transfer

Section 9.4

Transfer Fees and Expenses; Closing Date of Transfers;

Effect of Death or Incapacity

Section 9.5

Purchase Offer

Section 9.6

Tag-Along Rights

Section 9.7

Preemptive Rights

Section 9.8

Drag Right

Section 9.9

IPO Flip-Up Right

Section 9.10

WHP COC Exchange

Section 9.11

WHP Asset Sale Exchange

Section 9.12

General Provisions

ARTICLE X

WINDING UP, DISSOLUTION AND LIQUIDATION

Section 10.1

Dissolution

Section 10.2

Liquidation and Termination

Section 10.3

Complete Distribution

Section 10.4

Final Dissolution

Section 10.5

Reasonable Time for Winding Up

Section 10.6

Return of Capital

Section 10.7

HSR Act

Section 10.8

Distribution of Equity Securities of Subsidiaries

ARTICLE XI

GENERAL PROVISIONS

Section 11.1

Information

Section 11.2

Amendment

Section 11.3

Remedies

Section 11.4

Successors and Assigns

Section 11.5

Severability

Section 11.6

Counterparts

Section 11.7

Applicable Law

Section 11.8

Addresses and Notices

Section 11.9

Creditors

Section 11.10

Waiver

Section 11.11

Waiver of Jury Trial

Section 11.12

Further Action

Section 11.13

Entire Agreement

Section 11.14

Delivery by Email

Section 11.15

Survival

Section 11.16

Termination

iii

SCHEDULES AND EXHIBITS

Schedule of Units, Members and Contributions

Exhibit A – Competitors

Exhibit B – Company EBITDA

Exhibit C – WHP Topco EBITDA

Exhibit C-1 – Illustrative Calculation

of WHP Topco EBITDA

Exhibit D – Joinder Agreement

Exhibit E – Initial Budget

Exhibit F – Illustrative Calculations

Exhibit G – Specified Consideration

Exhibit H – Specified Matters

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

LE TOPCO, LLC

This

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of LE Topco, LLC, a Delaware limited

liability company (the “Company”), is entered into on April 1, 2026 (the “Effective

Date”) pursuant to the Delaware Limited Liability Company Act, Delaware Code Ann. Title 6, §§18-101, et seq.

(the “Delaware Act”), by and among the Company, Polaris, Inc., a Delaware corporation (“Polaris

Member 1”), Lands’ End Direct Merchants, Inc., a Delaware corporation and wholly owned subsidiary of

Polaris Member 1 (“Polaris Member 2,” and together with Polaris Member 1, the “Polaris

Members”), LEWHP, LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of WHP Topco (the

“WHP Member”), and, solely for purposes of Article I, Section 9.8 through Section 9.12

and Article XI, WH Topco, L.P., a Delaware limited partnership (“WHP Topco”). Capitalized terms used

herein shall have the respective meanings ascribed to such terms in Article I.

RECITALS:

WHEREAS,

the Company was formed on March 23, 2026 as a Delaware limited liability company pursuant to and in accordance with the Delaware

Act, as the same may be further amended, supplemented or otherwise modified from time to time, and was initially governed by the Limited

Liability Company Agreement of the Company, dated March 23, 2026 (the “Original Agreement”);

WHEREAS,

the Polaris Members, the WHP Member, WH Borrower, LLC, a Delaware limited liability company, and WHP Topco entered into that certain

Membership Interest Purchase Agreement on January 26, 2026 (as may be amended, supplemented or otherwise modified from time to time,

the “Purchase Agreement”); and

WHEREAS,

the Polaris Members, as the members under the Original Agreement desire to amend and restate in its entirety the Original Agreement on

the terms and conditions contained herein and to enter into this Agreement, with the additional members that are parties hereto.

NOW,

THEREFORE, in consideration of the mutual promises and covenants made herein and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:

Article I

DEFINITIONS

Section 1.1            Definitions.

Unless the context otherwise requires, the following terms shall have the following meanings for purposes of this Agreement:

“ABL Agent”

means Wells Fargo Bank, National Association, in its capacity as administrative agent and collateral agent pursuant to the ABL Credit

Agreement, in such capacities and together with any successors and assigns in such capacities and any other entity serving in such capacities

under any ABL Credit Agreement.

“ABL Credit Agreement”

means that certain ABL Credit Agreement, dated as of November 16, 2017, by and among Lands’ End, Inc., as lead borrower,

the ABL Agent and the other lenders and parties from time to time party thereto (as amended, restated, supplemented, refinanced, replaced

or otherwise modified from time to time, including by that certain First Amendment to Credit Agreement, dated as of December 3,

2019, that certain Second Amendment to Credit Agreement, dated as of August 12, 2020, that certain Third Amendment to Credit Agreement,

dated as of July 29, 2021, that certain Fourth Amendment to Credit Agreement, dated as of May 12, 2023, that certain Fifth

Amendment to Credit Agreement, dated as of March 28, 2025 and on or after the Effective Date).

“Action”

means any claim, charge, demand, action, cause of action, inquiry, audit, suit, arbitration, indictment, litigation, hearing or other

proceeding (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private).

“Additional Member”

means any Person that has been admitted to the Company as a Member after the Effective Date pursuant to Section 3.2(b).

“Adjusted Capital

Account Deficit” means, with respect to any Member’s Capital Account as of the end of any Fiscal Year, the amount by

which the balance in such Capital Account is less than zero. For this purpose, such Capital Account balance shall be (a) reduced

for any items described in Regulations 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 Regulations Sections 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)(5) (relating to minimum gain).

“Affiliate”

means, with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries), controls,

is controlled by, or is under common control with, such other Person. For purposes of this Agreement, “control” (including,

with its correlative meanings, “controlled by,” “controlling” and “under common control

with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies

of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise and, in

any event, includes any Person owning more than fifty percent (50%) of the voting securities of another Person shall be deemed to control

that Person.

“Agreement”

has the meaning set forth in the Preamble.

“Ancillary Document”

has the meaning set forth in the Purchase Agreement.

“Annual Budget”

has the meaning set forth in Section 7.10.

“Anti-Corruption

Laws” has the meaning set forth in Section 7.8.

“Ares”

means ACOF VI WHP Holdings LP, ACOF VI WHP Holdings II LP, Ares Private Opportunities (NYC), L.P., Ares Private Opportunities 2020 (C),

LP and Ares PA Opportunities Fund, L.P., each a Delaware limited partnership.

“Asset Sale WHP

Units” has the meaning set forth in Section 9.11(f)(iii).

“Bankruptcy”

means, with respect to any Person, the occurrence of any of the following events: (a) the filing of an application by such Person

for, or a consent to, the appointment of a trustee or custodian of such Person’s assets; (b) the filing by such Person of

a voluntary petition in Bankruptcy or the seeking of relief under Title 11 of the United States Code, as now constituted or hereafter

amended, or the filing of a pleading in any court of record admitting in writing such Person’s inability to generally pay its debts

as they become due; (c) the failure of such Person to generally pay its debts as such debts become due; (d) the making by such

Person of a general assignment for the benefit of creditors; (e) the filing by such Person of an answer admitting the material allegations

of, or such Person’s consenting to, or defaulting in answering, a Bankruptcy petition filed against such Person in any Bankruptcy

proceeding or petition seeking relief under Title 11 of the United States Code, as now constituted or as hereafter amended; or (f) the

entry of an order, judgment or decree by any court of competent jurisdiction adjudicating such Person as bankrupt or insolvent or for

relief in respect of such Person or appointing a trustee or custodian of such Person’s assets and the continuance of such order,

judgment or decree unstayed and in effect for a period of sixty (60) consecutive days.

“Board”

means, as of any date, the then-current board of managers of the Company, which shall have the power and authority described in this

Agreement.

“Business Day”

means a day other than (a) a Saturday, Sunday and (b) any other day on which commercial banks in New York, New York or Dodgeville,

Wisconsin are authorized or required to close.

“Capital Account”

has the meaning set forth in Section 3.3(a).

“Capital Contributions”

means, with respect to any Member, the total amount of cash, cash equivalents and, with the consent of the Board, the Fair Market Value

of other Equity Securities or property (other than cash or cash equivalents) that a Member contributes or is deemed to have contributed

to the Company (net of any liabilities that are secured by such property or that are assumed by the Company or to which such property

is subject), as determined in good faith by the Board.

“Certificate of

Formation” means the certificate of formation of the Company filed with the State of Delaware on March 23, 2026.

“Class A Units”

has the meaning set forth in Section 3.1(b).

“Closing”

has the meaning set forth in the Purchase Agreement.

“COC WHP Units”

has the meaning set forth in Section 9.10(f)(ii).

“Code”

means the United States Internal Revenue Code of 1986, as amended.

“Company”

has the meaning set forth in the Preamble.

“Company

Drag Enterprise Value” means, as of a particular date of determination, the aggregate enterprise value of the Company, equal

to (a) the total value of the consideration proposed to be paid to the Members (other than in their capacity as holders of preferred

equity) in connection with a Company Sale, plus (b) the aggregate principal amount of any outstanding funded indebtedness

of the Company and its Subsidiaries, on a consolidated basis, plus (c) the aggregate value of any outstanding preferred equity

(including the liquidation preference and the accreted value) issued by the Company and its Subsidiaries, minus (d) any cash,

cash equivalents, short-term investments and other non-operating loans or investments held by the Company and its Subsidiaries, on a

consolidated basis, in each case of the foregoing clauses (b) through (d), adjusted for the ownership percentage

of any direct or indirect Subsidiaries of the Company that are not, directly or indirectly, wholly owned by the Company.

“Company

Drag Equity Value” means, as of a particular date of determination, the aggregate equity value of the Company, equal to (a) the

Company Drag Enterprise Value, less (b) the aggregate principal amount of any outstanding funded indebtedness of the Company

and its Subsidiaries, on a consolidated basis, plus (c) any cash, cash equivalents, short-term investments and other non-operating

loans or investments held by the Company and its Subsidiaries, on a consolidated basis, minus (d) the aggregate value of

any outstanding preferred equity (including the liquidation preference and the accreted value) issued by the Company and its Subsidiaries,

in each case of the foregoing clauses (b) through (d), adjusted for the ownership percentage of any direct

or indirect Subsidiaries of the Company that are not, directly or indirectly wholly owned by the Company.

“Company EBITDA”

has the meaning set forth in Exhibit B.

“Company IP”

means any and all Intellectual Property owned or controlled by the Company as of the Effective Date or any time thereafter.

“Company Minimum

Gain” has the meaning set forth for the term “partnership minimum gain” in Regulations Section 1.704-2(d).

“Company Sale”

means a transaction or a series of related transactions that results in (a) the sale or other disposition (in one transaction or

a series of related transactions) of all of the assets of the Company to a Person (or group of Persons acting in concert) or (b) a

merger of the Company, recapitalization of the Company or sale (in one transaction or a series of related transactions) of Units to a

Person (or group of Persons acting in concert), in each case of the foregoing clause (a) and clause (b), that results

in any Person (or group of Persons acting in concert) (other than any WHP Holder or Polaris Holder) beneficially owning one hundred percent

(100%) of the Units (or any resulting entity (or ultimate parent thereof) after such transaction).

“Company Sale Consideration”

has the meaning set forth in Section 9.8(b).

“Company Sale Proposal”

has the meaning set forth in Section 9.8(a).

“Company Sale Proposal

Notice” has the meaning set forth in Section 9.8(a).

“Competitor”

means (a) any of the Persons identified in Exhibit A and each of the respective parent companies and Subsidiaries of

each of the foregoing, and (b) any other Person that individually or together with its Affiliates: (i) exercises control over

any Person described in clause (a), or (ii) has the right to designate or elect at least one member of the board of directors

(or similar governing body) of any Person described in clause (a).

“Compliance Certificate”

has the meaning set forth in the WHP Credit Agreement.

“Conflicted Matter”

has the meaning set forth in Section 7.9(b).

“Continuing Budget”

has the meaning set forth in Section 7.10.

“control”

has the meaning set forth in the definition of “Affiliate” in this Section 1.1.

“controlled by”

has the meaning set forth in the definition of “Affiliate” in this Section 1.1.

“controlling”

has the meaning set forth in the definition of “Affiliate” in this Section 1.1.

“Covered Person”

has the meaning set forth in Section 7.5(g).

“D&O Indemnified

Persons” has the meaning set forth in Section 7.5(d).

“Delaware Act”

has the meaning set forth in the Preamble.

“De-SPAC”

has the meaning set forth in the definition of “Initial Public Offering” in this Section 1.1.

“Direct Listing”

has the meaning set forth in the definition of “Initial Public Offering” in this Section 1.1.

“Distribution”

means each distribution after the Effective Date made by the Company to a Member, whether in cash, property or securities of the Company.

“Drag Election”

has the meaning set forth in Section 9.8(c).

“Drag Multiple”

means, as of a particular date of determination, a multiple equal to (a) the Company Drag Enterprise Value divided by (b) the

Company EBITDA.

“Drag Notice”

has the meaning set forth in Section 9.8(c).

“Drag Ownership

Condition” means if the Initiating Holder has a Holder Percentage of at least forty percent (40%) as of the date of the Company

Sale Proposal Notice and the date of the Company Sale.

“Drag Right Conditions”

has the meaning set forth in Section 9.8(a).

“EBITDA Margin”

means, for any Annual Budget, the percentage equal to (a) the Company EBITDA divided by (b) the revenue of the Company

and its Subsidiaries, taken as a whole, in each case, during the applicable period of calculation.

“Economic Interest”

means the right to allocations of items of income, gain, loss, deduction, credit or similar items and the right to Distributions of cash

and other property as provided in Article IV and Article X of this Agreement and the Delaware Act, but shall

not include any right to participate in the management or affairs of the Company, including the right to vote in the election of the

Managers, vote on, consent to or otherwise participate in any decision of the Members, or any right to receive information concerning

the business and affairs of the Company, in each case, except as expressly otherwise provided in this Agreement or required by the Delaware

Act.

“Effective Date”

has the meaning set forth in the Preamble.

“Eligible Members”

has the meaning set forth in Section 9.7(a).

“Equity Securities”

means, as applicable, (a) any capital stock, partnership or membership interests or other share capital; (b) any securities

directly or indirectly convertible into or exchangeable for any capital stock, partnership or membership interests or other share capital

or containing any profit participation features (including any convertible debt securities); (c) any rights or options directly

or indirectly to subscribe for or to purchase any capital stock, partnership or membership interests, other share capital or securities

containing any profit participation features or to subscribe for or to purchase any securities directly or indirectly convertible into

or exchangeable for any capital stock, partnership or membership interests, other share capital or securities containing any profit participation

features; or (d) any share appreciation rights, phantom share rights or other similar rights.

“Estimated Exchange

Reference Multiple” has the meaning set forth in Section 9.9(b)(i).

“Excess

Cash” means, with respect to any fiscal period, the amount of cash, cash equivalents and short-term investments held

by the Company and its Subsidiaries in excess of the Minimum Cash Reserve (and calculated after giving effect to any payment obligation

of the Company then owing pursuant to Section 4H and Exhibit J of the License Agreement, including any such payment obligation

with respect to such fiscal period).

“Exchange Act”

means the United States Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder.

“Exchange Notice”

has the meaning set forth in Section 9.9(c).

“Exchange Reference

Multiple” means a multiple equal to (a) the WHP Enterprise Value divided by (b) the WHP Topco EBITDA.

“Exchanging Company

Units” has the meaning set forth in Section 9.9(b)(i).

“Exchanging Company

Units Valuation” has the meaning set forth in Section 9.9(i)(i).

“Excluded Claims”

means, as of any time of determination, (a) any claims that may not be waived or released pursuant to applicable Law, (b) any

claims of the Polaris Members that have then previously been asserted, (c) any claims of the Polaris Members that may be made or

brought pursuant to Section 9.12, and (d) for the avoidance of doubt, any claims the Polaris Members and/or their respective

Affiliates may be entitled to pursuant to any Ancillary Document, or any other agreement other than this Agreement entered into after

the Effective Date, or any applicable policy of directors’ and officers’ insurance maintained by, or on behalf of, the Company

or any of its Subsidiaries pursuant to Section 7.5(d).

“Excluded Securities”

means (a) Equity Securities issued to the extent necessary in order to effect any split, distribution, merger, combination, reorganization,

recapitalization or similar event approved in accordance with the applicable terms of this Agreement with respect to the Equity Securities,

so long as each holder of such issued Equity Securities has the same privileges, preferences, rights, duties, liabilities and obligations

after such event as immediately prior to such event (subject to adjustment rounding for fractional interests), (b) Equity Securities

issued upon conversion, exchange or exercise of any other Equity Securities that were issued in accordance with the applicable terms

of this Agreement and are converted, exchanged or exercised on the terms applicable to such Equity Securities at the time such other

Equity Securities were issued and (c) Equity Securities issued by a Subsidiary to the Company or any of its Subsidiaries.

“Fair Market Value”

means, with respect to any asset or security, the purchase price that a willing buyer having all relevant knowledge and information would

pay a willing seller for such asset or security in an arm’s-length transaction occurring on the date of valuation, taking into

account all relevant factors determinative of value, as reasonably determined by the Board in good faith, or in the case of Section 10.2,

as reasonably determined by the liquidators.

“federal”

means the federal government of the U.S.

“Final Pricing Notice”

has the meaning set forth in Section 9.9(e).

“Fiscal Year”

has the meaning set forth in Section 8.7.

“GAAP”

means U.S. generally acceptable accounting principles as in effect for the applicable period or date.

“GMR Cure Amount”

means the amount of a Balancing Payment (as defined in the License Agreement) due and payable as of any applicable date by Licensee under

Section 4B of the License Agreement, plus any interest owed by Licensee in respect of such outstanding payments pursuant to Section 4G(i) of

the License Agreement, provided that such GMR Cure Amount shall not exceed $25,000,000.

“GMR Default”

means any failure to pay a required Balancing Payment (as defined in the License Agreement) within the time period required by, and subject

to, Section 4B of the License Agreement.

“Governance Flip”

has the meaning set forth in Section 7.2(b)(ii).

“Governmental Entity”

means any U.S. or foreign, state or local governmental or regulatory agency, commission, court, body, entity, arbitrator, judicial government

entity, or authority.

“Gross Asset Value”

means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(a)            the

initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross Fair Market Value of such asset on the

date of the contribution;

(b)            the

Gross Asset Values of all Company assets may be adjusted to equal their respective gross Fair Market Values as of the following times:

(i)            in

the discretion of the Partnership Representative, the acquisition of an additional interest in the Company after the Effective Date by

a new or existing Member in exchange for more than a de minimis Capital Contribution;

(ii)            in

the discretion of the Partnership Representative, the grant of an interest in the Company (other than a de minimis interest) as

consideration for the provision of services to or for the benefit of the Company by an existing or a new Member acting in a “partner

capacity,” or in anticipation of becoming a “partner” (in each case within the meaning of Regulations Section 1.704-1(b)(2)(iv)(f)(5)(iii));

(iii)            in

the discretion of the Partnership Representative, the Distribution by the Company to a Member of more than a de minimis amount

of Company property as consideration for an interest in the Company;

(iv)            the

liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); and

(v)            such

other times as the Partnership Representative shall reasonably determine to be necessary or advisable in order to comply with Regulations

promulgated under Subchapter K of Chapter 1 of the Code.

Gross Asset Value of any Company asset distributed to a Member shall be adjusted immediately prior to such distribution to equal the

gross Fair Market Value of such asset on the date of Distribution;

(d)            the

Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets

pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account

in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, that Gross Asset Values shall

not be adjusted pursuant to this clause (d) to the extent that the Partnership Representative reasonably determines that

an adjustment pursuant to clause (b) of this definition of “Gross Asset Value” is necessary or appropriate in

connection with a transaction that would otherwise result in an adjustment pursuant to this clause (d); and

(e)            with

respect to any asset that has a Gross Asset Value that differs from its adjusted tax basis, Gross Asset Value shall be adjusted by the

amount of Depreciation (as defined in the definition of “Net Income”) rather than any other depreciation, amortization or

other cost recovery method.

“Holder Indemnitors”

has the meaning set forth in Section 7.5(h).

“Holder

Percentage” means, with respect to a Member or Members, as applicable, at any time, the percentage obtained from the quotient

of (a) the number of Units held by such Member or Members, as applicable, divided by (b) the total number of Units on

a fully diluted basis then outstanding. The initial Holder Percentage of each Member as of the Effective Date is as set forth on the

Schedule of Units, Members and Contributions.

“HSR Act”

has the meaning set forth in Section 10.7.

“Income”

means individual items of Company income and gain determined in accordance with the definition of “Net Income” and “Net

Loss.”

“Initial Budget”

has the meaning set forth in Section 7.10.

“Initial Public

Offering” means, with respect to any Person, any bona fide (a) underwritten initial public offering of Equity Securities

of such Person pursuant to an effective registration statement under the Securities Act or any comparable foreign statute in which the

offered securities are listed for trading on a national or equivalent securities exchange (“IPO”), (b) merger,

consolidation, reorganization or similar business combination the result of which any class of Equity Securities of such Person is initially

listed, or initially converted into securities that are listed, for trading on a national or equivalent securities exchange, including

by way of an initial de-SPAC transaction (“De-SPAC”), or (c) initial listing of Equity Securities of such Person

on a national or equivalent securities exchange effected by means of a registration statement declared effective by the SEC (or comparable

foreign regulatory authority) without an accompanying underwritten offering (a “Direct Listing”).

“Initiating Holder”

has the meaning set forth in Section 9.8(a).

“Intellectual Property”

means any and all intellectual property rights arising in any jurisdiction of the world, including in or with respect to any of the following:

(a) patents, patent applications, statutory invention registrations, registered designs, and similar or equivalent rights in inventions

and designs; (b) trademarks, service marks, trade dress, trade names, logos and similar designations of origin and the goodwill

connected with the use of and symbolized by the foregoing; (c) domain names and rights to social media accounts; (d) copyrights

and any other equivalent rights in works of authorship (including rights in software as a work of authorship) and any other related rights

of authors; (e) trade secrets and industrial secret rights, and rights in know-how, data and confidential or proprietary business

or technical information that derives independent economic value, whether actual or potential, from not being known to other persons;

and (f) registrations and applications for registrations, issuances or filings of any of the foregoing.

“IPO”

has the meaning set forth in the definition of “Initial Public Offering” in this Section 1.1.

“IPO Event”

has the meaning set forth in Section 9.9(a).

“IPO Event Notice”

has the meaning set forth in Section 9.9(b)(i).

“IPO Event Supplemental

Notice” has the meaning set forth in Section 9.9(b)(ii).

“IPO Exchange”

has the meaning set forth in Section 9.9(a).

“IPO Flip-Up Electing

Holder” means, as of any date of determination, (a) if the Exchange Reference Multiple is greater than or equal to thirteen

(13), then each of the Polaris Holder and the WHP Holder or (b) if the Exchange Reference Multiple is less than thirteen (13), then

the Polaris Holder.

“IPO Flip-Up Right”

has the meaning set forth in Section 9.9(a).

“IPO Model”

has the meaning set forth in Section 9.9(i).

“IPO True-Up Units”

has the meaning set forth in Section 9.9(l)(ii).

“IPO WHP Units”

has the meaning set forth in Section 9.9(i)(ii).

“IRS”

has the meaning set forth in Section 8.6.

“Joinder Agreement”

has the meaning set forth in Section 3.2(b).

“Law”

means any federal, state, local or foreign law, statute, code, ordinance, rule, regulation, judgment, order, injunction, ruling or decree

of any Governmental Entity.

“License Agreement”

means that certain License Agreement, dated as of the Effective Date, by and among the Company and the Sellers (as defined in the Purchase

Agreement, together with any successor licensee thereto, the “Licensee”), as may be amended, supplemented or otherwise

modified from time to time.

“License Agreement

Matters” has the meaning set forth in Section 7.9(b).

“Licensee”

has the meaning set forth in the definition of “License Agreement” in this Section 1.1.

“Loss”

means individual items of Company loss and deduction determined in accordance with the definitions of “Net Income” and “Net

Loss.”

“Management Services

Agreement” has the meaning set forth in the Purchase Agreement.

“Manager”

means a current member of the Board, who, for purposes of the Delaware Act, shall be deemed a “manager” as defined in the

Delaware Act and who shall be subject to the rights and obligations set forth in this Agreement and, to the extent not inconsistent with

the rights and obligations set forth in this Agreement, to the rights and obligations set forth in the Delaware Act.

“Market Multiple”

has the meaning set forth in Section 9.11(f)(i).

“Member”

means a Member identified on the Schedule of Units, Members and Contributions as of the Effective Date, or an Additional Member

who is admitted as a Member in accordance with the terms of this Agreement and applicable Law for so long as such Person continues to

hold an Economic Interest in any of the Units. The Members shall constitute the “members” (as that term is defined in the

Delaware Act) of the Company.

“Member Minimum

Gain” means minimum gain attributable to Member Nonrecourse Debt determined in accordance with Regulations Section 1.704-2(i).

“Member Nonrecourse

Debt” has the meaning set forth for the term “partner nonrecourse debt” in Regulations Section 1.704-2(b)(4).

“Membership Interest”

means, with respect to each Member, such Member’s Economic Interest and rights as a Member.

“Minimum Cash Reserve”

means $5,000,000; provided that, if, as of the end of any fiscal quarter of the Company, the revenue of the Company and its Subsidiaries,

taken as a whole, with respect to the last twelve (12) months ending on the most recent date for which financial statements of the Company

are then available is greater than $150,000,000, then the Minimum Cash Reserve shall increase to $7,000,000.

“Minimum Multiple”

has the meaning set forth in Section 9.12(j).

“Net Income”

or “Net Loss” means, for each Fiscal Year or other period, an amount equal to the Company’s taxable income or

loss for such Fiscal Year or other period, determined in accordance with Code Section 703(a) (for this purpose, all items of

income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in such

taxable income or loss), with the following adjustments:

(a)            any

income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Income or Net Loss

pursuant to this definition of “Net Income” or “Net Loss” shall be added to such taxable income or loss;

(b)            any

expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures

pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Income or Net Loss pursuant

to this definition of “Net Income” or “Net Loss” shall be subtracted from such taxable income or loss;

the event that the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (b) or (c) of

the definition of “Gross Asset Value,” the amount of such adjustment shall be taken into account as gain (if the adjustment

increases the Gross Asset Value of the asset) or loss (if the adjustment decreases the Gross Asset Value of the asset) from the disposition

of such asset for purposes of computing Net Income or Net Loss;

(d)            gain

or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall

be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property

differs from its Gross Asset Value;

(e)            in

lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss,

with respect to a Company asset having a Gross Asset Value that differs from its adjusted basis for tax purposes, “Depreciation”

with respect to such asset shall be computed by reference to the asset’s Gross Asset Value in accordance with Regulations Section 1.704-1(b)(2)(iv)(g);

and

(f)            to

the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is

required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital Accounts as a

result of a Distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be

treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the

asset) from the disposition of the asset and shall be taken into account for purposes of computing Net Income or Net Loss.

“Oaktree”

means OCM SSF II WH Holdings, L.P., a Delaware limited partnership.

“OFAC”

means the U.S. Department of the Treasury Office of Foreign Assets Control.

“Officers”

has the meaning set forth in Section 7.7(a).

“Original Agreement”

has the meaning set forth in the Recitals.

“Other Member”

has the meaning set forth in Section 9.5(a).

“Participating Member”

has the meaning set forth in Section 9.7(c).

“Partnership Representative”

has the meaning set forth in Section 8.1.

“Partnership Tax

Audit Rules” means Sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015, together with

any Regulations or other guidance issued thereunder, successor provisions and any similar provisions of state, local or any other applicable

tax laws.

“Permitted Transferee”

means (a) with respect to the WHP Member, (i) WHP Topco or any directly or indirectly wholly owned Subsidiary of WHP Topco

and (ii) the WHP Administrative Agent, in connection with the enforcement by the WHP Administrative Agent of any pledge made by

the WHP Holder to the WHP Administrative Agent of its Units; provided, for the avoidance of doubt, that the WHP Administrative

Agent shall not succeed to the WHP Member’s rights pursuant to Article VII, Section 9.8, Section 9.9,

Section 9.10, Section 9.11 or Section 9.12, and in the event of a Company Sale that is subject to

Section 9.8, the WHP Administrative Agent shall be deemed to have made the Drag Election, and (b) with respect to any

Polaris Member, (i) any directly or indirectly wholly owned Subsidiary of any Polaris Member and (ii) the ABL Agent, in connection

with the enforcement by the ABL Agent of any pledge made by the Polaris Holder to the ABL Agent of its Units; provided, for the

avoidance of doubt, that the ABL Agent shall not succeed to any Polaris Member’s rights pursuant to Article VII, Section 9.8,

Section 9.9, Section 9.10, Section 9.11 or Section 9.12, and in the event of a Company

Sale that is subject to Section 9.8, the ABL Agent shall be deemed to have made the Drag Election.

“Per

Share FMV” means the price per WHP Topco Unit at which a willing purchaser having all relevant knowledge would purchase, and

a willing seller would sell, a privately-held minority equity stake in WHP Group. For the avoidance of doubt, the Per Share FMV shall

be determined for the WHP Group, taken as a whole (including any cash, cash equivalent, short-term investments and other non-operating

loans or investments held by the WHP Group, on a consolidated basis, and taking into account the aggregate value of any outstanding preferred

equity (including the liquidation preference and the accreted value) issued by any member of the WHP Group, and any outstanding funded

indebtedness of the WHP Group, on a consolidated basis, or other liabilities of the WHP Group, on a consolidated basis), in each case

of the foregoing, adjusted for the ownership percentage of any direct or indirect Subsidiaries of WHP Topco that are not, directly or

indirectly, wholly owned by WHP Topco, as a going concern as of the date of determination, based on standard valuation methodologies,

including (a) discounted cash flow methodology and (b) valuation of comparable companies analysis.

“Per

Share Value” means, as of any date of determination, the equity value per WHP Topco Unit, to be equal to (a) WHP Equity

Value divided by (b) the aggregate number of Equity Securities of WHP Topco on a fully diluted basis, in the case of clause

(b) taking into account the economic rights, preferences and privileges of all such Equity Securities (including different classes

of shares and any participation thresholds applicable thereto), and, without duplication, the economic impact of actual conversions of

preferred Equity Securities into common Equity Securities of WHP Topco. The parties agree that their intent in calculating Per

Share Value above is to correctly determine, using general principles of corporate finance, the implied value of the WHP Topco Units

being issued to the Polaris Holder (taking into account the terms of all other Equity Securities that are not WHP Topco Units).

“Person”

means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, group (as

such term is used in Section 13 of the Exchange Act) or organization, including a Governmental Entity.

“Polaris COC”

means any transaction or series of transactions pursuant to which (a) any Person (or group of Persons acting in concert) acquires

or becomes the beneficial owner of, directly or indirectly, more than fifty percent (50%) of the outstanding Equity Securities of Polaris,

whether by merger, liquidation, consolidation, reorganization, combination, sale, tender or exchange offer or otherwise, (b) Polaris

merges with any third party pursuant to which one or more Persons acquire more than fifty percent (50%) of the outstanding Equity Securities

of Polaris or (c) any Person (or group of Persons acting in concert) acquires or becomes the beneficial owner of, directly or indirectly,

all or substantially all of the assets of Polaris.

“Polaris Holder”

means (a) the Polaris Members and (b) any Permitted Transferee of any Polaris Member that becomes party hereto.

“Polaris Holder

Percentage” means the aggregate Holder Percentage of the Polaris Holder.

“Polaris Manager

Votes” has the meaning set forth in Section 7.2(b)(i).

“Polaris Managers”

has the meaning set forth in Section 7.2(a)(ii).

“Polaris Member

1” has the meaning set forth in the Preamble.

“Polaris Member

2” has the meaning set forth in the Preamble.

“Polaris Members”

has the meaning set forth in the Preamble.

“Preemptive Election

Notice” has the meaning set forth in Section 9.7(b).

“Preemptive Election

Period” has the meaning set forth in Section 9.7(b).

“Preemptive Rights

Notice” has the meaning set forth in Section 9.7(a).

“Preemptive Securities”

has the meaning set forth in Section 9.7(a).

“Pricing Calculation

Notice” has the meaning set forth in Section 9.9(e).

“Prohibited Transfer”

means any Transfer of any Unit by a Member to a Person which (a) may not be effected without registering the securities involved

under the Securities Act, (b) would result in the assets of the Company constituting “Plan Assets” as such term is defined

in the Department of Labor regulations promulgated under the Employee Retirement Income Security Act of 1974, as amended, (c) would

cause the Company to be controlled by or be under common control with an “investment company” for purposes of the Investment

Company Act of 1940, as amended, or to register as an investment company under the Investment Company Act of 1940, as amended, (d) would

require any securities of the Company to be registered under the Exchange Act, (e) would cause the Company to be a publicly traded

partnership within the meaning of Code Section 7704 (and the Regulations promulgated thereunder), (f) would cause the Company

to have more than 100 partners (within the meaning of Regulations Section 1.7704-1(h), including the look-through rule in Regulations

Section 1.7704-1(h)(3)), (g) would subject the Company to a withholding obligation under Code Section 1446(f), (h) would

occur after the commencement of a Bankruptcy, (i) is to a Competitor, or (j) is in violation of this Agreement.

“Proposed Tag-Along

Transfer” has the meaning set forth in Section 9.6(b).

“Purchase Agreement”

has the meaning set forth in the Recitals.

“Purchase and Sale

Agreement” has the meaning set forth in Section 9.6(e).

“Purchase Offer”

has the meaning set forth in Section 9.5(a).

“Purchase Offer

Notice” has the meaning set forth in Section 9.5(a).

“Purchase Offer

Period” has the meaning set forth in Section 9.5(a).

“Qualifying Asset

Sale” means a Significant Asset Sale where the Market Multiple (counting only the WHP Liquid Consideration of the WHP Sale

Consideration in calculating the Market Multiple), as of any date of determination, is greater than or equal to the Minimum Multiple.

“Qualifying WHP

COC” means a WHP COC where the Exchange Reference Multiple (counting only the WHP Liquid Consideration portion of the WHP Sale

Consideration in calculating the Exchange Reference Multiple), as of any date of determination, is greater than or equal to the Minimum

Multiple.

“Receiving Holder”

has the meaning set forth in Section 9.8(a).

“Regulations”

means the regulations, including temporary regulations, promulgated by the United States Treasury Department under the Code, as such

regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Regulatory Allocations”

has the meaning set forth in Section 5.2(e).

“Return on Investment

Condition” means, with respect to the Receiving Holder for any Company Sale Proposal, as of the date of the Company Sale Proposal

Notice and the date of the Company Sale, if:

(a) (i) (A) the

Company Sale Consideration, multiplied by (B) the aggregate Holder Percentage of the Receiving Holder, plus (ii) any

Distributions, dividends, sale proceeds or other dispositions received by such Receiving Holder in respect of its Units (including by

way of redemption or repurchase in respect of any of its Units) from and after the Effective Date,

is greater than

or equal to,

(b) the sum

of (i) $301,250,000, plus (ii) without duplication of the foregoing clause (i), the aggregate consideration paid

by such Receiving Holder in any purchase in respect of its Units or capital contribution (through the payment of new capital) made to

the Company from and after the Effective Date.

“ROFO”

has the meaning set forth in Section 9.8(c).

“ROFO Consideration”

has the meaning set forth in Section 9.8(c).

“ROFO Dragged Members”

has the meaning set forth in Section 9.8(c).

“ROFO Election”

has the meaning set forth in Section 9.8(c).

“ROFO Stock Consideration”

has the meaning set forth in Section 9.8(e)(ii).

“ROFO Stock Consideration

Notice” has the meaning set forth in Section 9.8(e)(ii).

“Sale Notice”

has the meaning set forth in Section 9.5(a).

“Sanctioned Person”

means any Person that is the subject or target of sanctions or restrictions under Trade Controls, including: (a) any Person listed

on any applicable U.S. or non-U.S. sanctions- or export-related restricted party list, including the OFAC’s Specially Designated

Nationals and Blocked Persons List; or (b) any entity that is, in the aggregate, fifty percent (50%) or greater owned, directly

or indirectly, or otherwise controlled by a Person or Persons described in clause (a).

“Schedule of Units,

Members and Contributions” has the meaning set forth in Section 3.2(a).

“SEC”

means the United States Securities and Exchange Commission.

“Securities Act”

means the United States Securities Act of 1933, as amended, and the applicable rules and regulations thereunder.

“Selling Member”

has the meaning set forth in Section 9.6(b).

“Significant Asset

Sale” means any direct or indirect sale, transfer, assignment, license, lease or other disposition of the assets of WHP Topco

and its Subsidiaries, whether in one transaction or a series of transactions, in which the WHP Asset Sale EBITDA attributable to such

assets equals fifty percent (50%) or more of the total WHP Topco EBITDA (in each case for the twelve (12)-month period ending on the

most recent date for which financial statements are available as of the date of the WHP Asset Sale Notice), in each case, excluding a

Significant Distribution.

“Significant Distribution”

means any dividend or distribution of assets (including Equity Securities) by WHP Topco and its Subsidiaries, whether in one transaction

or a series of transactions, in which the WHP Topco EBITDA attributable to such assets equals fifty percent (50%) or more of the total

WHP Topco EBITDA (in each case, for the twelve (12)-month period ending on the most recent date for which financial statements are available

as of the record date of such Significant Distribution).

“Specified Consideration”

means the consideration set forth on Exhibit G.

“state”

means any state within the U.S. or the District of Columbia.

“Subsequent Governance

Flip” has the meaning set forth in Section 7.2(b)(iii).

“Subsidiary”

means, with respect to any Person, any corporation, limited liability company, partnership, or other organization, whether incorporated

or unincorporated, of which (a) at least a majority of the outstanding shares of capital stock of, or other equity interests, having

by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect

to such corporation, limited liability company, partnership or other organization is directly or indirectly owned or controlled by such

Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries, or (b) with respect to

a partnership, such Person or any other Subsidiary of such Person is a general partner of such partnership. 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 Company.

“Tag-Along Member”

has the meaning set forth in Section 9.6(b).

“Tag-Along Notice”

has the meaning set forth in Section 9.6(b).

“Tag-Along Notice

Period” has the meaning set forth in Section 9.6(c).

“Tag-Along Offer”

has the meaning set forth in Section 9.6(b).

“Tag-Along Participating

Member” has the meaning set forth in Section 9.6(c).

“Tag-Along Right”

has the meaning set forth in Section 9.6(b).

“Tag Buyer”

has the meaning set forth in Section 9.6(b).

“Tag Participation

Notice” has the meaning set forth in Section 9.6(c).

“Trade Controls”

means all U.S. and non-U.S. Laws relating to (a) economic, trade, and financial sanctions, including those administered and enforced

by OFAC, the U.S. Department of State, and the United Nations, (b) export, import, reexport, transfer, and retransfer controls,

including those administered and enforced by the U.S. Department of Commerce Bureau of Industry and Security, U.S. Customs and Border

Protection, and the United Nations, (c) antiboycott requirements and (d) the prevention of money laundering.

“Transaction Documents”

means this Agreement, the Purchase Agreement, the License Agreement, the Management Services Agreement and all other documents, certificates

or agreements executed in connection with the transactions contemplated hereby or thereby.

“Transfer”

means any direct or indirect sale, transfer, assignment, offer, pledge, charge, gift, mortgage, exchange, hypothecation, grant of participation

interest in, grant of a security interest or other direct or indirect disposition or encumbrance of legal title to or any beneficial

interest in Equity Securities (all of the foregoing, whether with or without consideration, whether voluntarily or involuntarily or by

operation of law). The terms “Transferee,” “Transferor,” “Transferred,” “Transferring”

and other forms of the word “Transfer” shall have the correlative meanings. Notwithstanding the foregoing, any pledging of

Units by the WHP Holder or the Polaris Holder to any lenders or other debt financing sources for their respective debt financing purposes

shall not be (or be deemed to be) a Transfer for purposes of this Agreement.

“Transfer Securities”

has the meaning set forth in Section 9.5(a).

“Transferring Member”

has the meaning set forth in Section 9.5(a).

“under common control

with” has the meaning set forth in the definition of “Affiliate” in this Section 1.1.

“Unit”

has the meaning set forth in Section 3.1(a).

“U.S.”

means the United States of America, including its territories and possessions, and its military bases anywhere in the world.

“Valuation Firm”

means an independent investment bank or financial advisory firm of nationally recognized standing with experience in the valuation of

businesses similar to those of WHP Topco and/or the Company.

“WHP

Administrative Agent” means Morgan Stanley Senior Funding, Inc., in its capacity as administrative agent and collateral

agent pursuant to the WHP Credit Agreement, in such capacities and together with any successors and assigns in such capacities and any

other entity serving in such capacities under any WHP Credit Agreement.

“WHP Asset Sale

EBITDA” means, as of any date of determination, the amount of WHP Topco EBITDA attributable to the assets disposed of or to

be disposed of in a Significant Asset Sale.

“WHP Asset Sale

Exchange” has the meaning set forth in Section 9.11(a).

“WHP Asset Sale

Notice” has the meaning set forth in Section 9.11(b).

“WHP Buyer Securities”

has the meaning set forth in Section 9.10(b).

“WHP COC”

means any transaction or series of transactions pursuant to which (a) any Person (or group of Persons), other than any existing

equityholder of WHP Topco and its Affiliates, acquires or becomes the beneficial owner of, directly or indirectly, more than fifty percent

(50%) but less than one hundred percent (100%) of the outstanding Equity Securities of WHP Topco, whether by merger, liquidation, consolidation,

reorganization, combination, sale, tender or exchange offer or otherwise or (b) any Person (or group of Persons), other than any

existing equityholder of WHP Topco and its Affiliates, acquires or becomes the beneficial owner of, directly or indirectly, one hundred

percent (100%) of the outstanding Equity Securities of WHP Topco, whether by merger, liquidation, consolidation, reorganization, combination,

sale, tender or exchange offer or otherwise.

“WHP COC Exchange”

has the meaning set forth in Section 9.10(a).

“WHP COC Notice”

has the meaning set forth in Section 9.10(b).

“WHP Credit Agreement”

means that certain Credit Agreement, dated as of February 20, 2025, by and among WH Borrower, LLC, WH Intermediate, LLC, the WHP

Administrative Agent and each lender from time to time party thereto, as may be amended, supplemented or otherwise modified from time

to time.

“WHP Enterprise

Value” means, as of a particular date of determination:

(a)            in

the case of an IPO Event, the aggregate enterprise value of WHP Topco equal to (i) (A) the WHP IPO Share Price, multiplied

by (B) the number of common Equity Securities of WHP Topco on a fully diluted basis (taking into account actual conversions

of preferred Equity Securities into common Equity Securities of WHP Topco in connection with the consummation of such IPO Event and taking

into account participation thresholds applicable to any common Equity Securities) contained in the final prospectus filed with the SEC

in connection with the applicable IPO Event (including any Equity Securities of WHP Topco issued pursuant to the exercise of an “over-allotment

option” in connection with the applicable IPO Event), plus (ii) the aggregate principal amount of the outstanding funded

indebtedness of the WHP Group, on a consolidated basis, plus (iii) without duplication of clause (i) above, the

aggregate value of any outstanding preferred Equity Securities (including the liquidation preference and the accreted value, as applicable)

issued by any member of the WHP Group that does not convert into common Equity Securities of WHP Topco in connection with the consummation

of such IPO Event, minus (iv) the aggregate amount of any cash, cash equivalents, short-term investments and other non-operating

loans or investments held by the WHP Group, on a consolidated basis, taking into account the effect of the IPO Event, in each case of

the foregoing clauses (ii) through (iv), adjusted for the ownership percentage of any direct or indirect subsidiaries

of WHP Topco that are not, directly or indirectly, wholly owned by the WHP Topco (provided that the parties hereto agree that

their intent in calculating WHP Enterprise Value pursuant to this clause (a) is to correctly determine, using general principles

of corporate finance, the implied enterprise value of WHP Topco and the Exchange Reference Multiple);

(b)            in

the case of a WHP COC, the aggregate enterprise value of WHP Topco equal to (i) the WHP Sale Consideration, which, solely if the

WHP COC is as described in clause (a) of the definition of “WHP COC,” shall be divided by the proportion

expressed as a percentage of the WHP Topco Units on a fully diluted basis (taking into account actual conversions of preferred Equity

Securities into common Equity Securities of WHP Topco in connection with the consummation of such WHP COC) which a Person (or group of

Persons), acquires or becomes the beneficial owner of in connection with the WHP COC, taking into account the economic rights, preferences

and privileges of all such Equity Securities (including any participation thresholds applicable thereto), plus (ii) the aggregate

principal amount of any outstanding funded indebtedness of the WHP Group, on a consolidated basis, plus (iii) without duplication

of clause (i) above, the aggregate value of any outstanding preferred Equity Securities (including any consideration received in

the WHP COC, as well as the liquidation preference and the accreted value, as applicable) issued by any member of the WHP Group that

will either be sold in the WHP COC or otherwise will not convert into WHP Topco Units in connection with the WHP COC), minus (iv) the

aggregate amount of any cash, cash equivalents, short-term investments and other non-operating loans or investments held by the WHP Group,

on a consolidated basis, in each case of the foregoing clauses (ii) through (iv), adjusted for the ownership percentage

of any direct or indirect subsidiaries of WHP Topco that are not, directly or indirectly, wholly owned by WHP Topco (provided

that the parties hereto agree that their intent in calculating WHP Enterprise Value pursuant to this clause (b) is to correctly

determine using general principles of corporate finance, the implied enterprise value of WHP Topco (which is implied by the WHP Sale

Consideration), and then to use such implied enterprise value to (x) bridge to the WHP Equity Value in order to correctly determine,

similarly using general principles of corporate finance, the implied equity value of the WHP Topco Units being issued to the Polaris

Holder (taking into account the terms of all other Equity Securities that are not WHP Topco Units) and (y) calculate the Exchange

Reference Multiple); and

the case of a Significant Asset Sale, the aggregate enterprise value of WHP Topco equal to (i) the WHP Topco EBITDA, multiplied

by (ii) the Market Multiple.

“WHP

Equity Value” means, as of a particular date of determination, the aggregate equity value of WHP Topco equal to (a) the

WHP Enterprise Value, minus (b) the aggregate principal amount of any outstanding funded indebtedness of the WHP Group,

on a consolidated basis, plus (c) the aggregate amount of any cash, cash equivalents, short-term investments and other non-operating

loans or investments held by the WHP Group, on a consolidated basis, minus (d) the aggregate value of any preferred Equity

Securities (including any consideration received in the applicable transaction, as well as, and without duplication, the liquidation

preference and the accreted value, as applicable) issued by any member of the WHP Group that will either be sold in the applicable transaction

or otherwise will not convert into common equity of WHP Topco in connection with the applicable transaction, in each case of the foregoing

clauses (b) through (d), adjusted for the ownership percentage of any direct or indirect Subsidiaries of WHP Topco

that are not, directly or indirectly, wholly owned by WHP Topco.

“WHP Group”

means, collectively, WHP Topco and any of its Subsidiaries.

“WHP Holder”

means (a) the WHP Member and (b) any Permitted Transferee of the WHP Member that becomes party hereto.

“WHP Holder Percentage”

means the aggregate Holder Percentage of the WHP Holder.

“WHP IPO Share Price”

means (x) if the IPO Event is an IPO, the per share price paid by the underwriters listed in the final prospectus filed with the

SEC, (y) if the IPO Event is a De-SPAC, the price per WHP Topco Unit set forth in the definitive agreement for such merger, consolidation,

reorganization or business combination, or (z) if the IPO Event is a Direct Listing, the per share price at which trading is initiated

on the day of the listing.

“WHP Liquid Consideration”

means, as of any date of determination, the aggregate value of the WHP Sale Consideration that is (a) cash, (b) freely tradeable

Equity Securities of a company that is listed on the Nasdaq Stock Market, the New York Stock Exchange or similar national securities

exchange, or (c) except in the case of an election by the Polaris Holder pursuant to Section 9.10(b)(ii) or Section 9.11(b)(ii),

as applicable, the Specified Consideration. Consideration consisting of Equity Securities that are publicly traded (or any securities

convertible or exchangeable into such securities or any securities of the same class as such securities) will be valued at the trading

price thereof (but, in the case of any such convertible or exchangeable securities, giving effect to any exercise price, strike price

or other consideration payable in connection with the conversion or exchange thereof, and, in the case of any such securities that are

“out of the money” at the time of determination, based on a Black Scholes valuation thereof) on the day immediately prior

to the signing of the definitive agreements in connection with WHP COC or a Significant Asset Sale, as applicable. The value of any non-marketable

securities will be calculated using standard valuation methodologies, including (i) discounted cash flow methodology and (ii) valuation

of comparable companies analysis, in accordance with best industry practices and prepared in good faith.

“WHP LPA”

has the meaning set forth in Section 9.12(a).

“WHP Manager Votes”

has the meaning set forth in Section 7.2(b)(i).

“WHP Managers”

has the meaning set forth in Section 7.2(a)(i).

“WHP Member”

has the meaning set forth in the Preamble.

“WHP Sale Consideration”

means the gross consideration received or to be received by WHP Topco or the direct or indirect holders of its Equity Securities (including

any convertible preferred securities that converted into WHP Topco Units in connection with a WHP COC or a Significant Asset Sale, as

applicable) in connection with a WHP COC or a Significant Asset Sale, as applicable, including cash, securities, property or rights,

the assumption of any notes, debt or other obligations or liabilities, or any other consideration. For the avoidance of doubt, the WHP

Sale Consideration shall include any consideration received or receivable by WHP Topco and/or any holder of its Equity Securities in

the form of deferred consideration or “earn-outs,” or other contingent purchase price-based related payments held in escrow,

holdbacks, earn-outs or otherwise not paid at the closing of the WHP COC or the Significant Asset Sale, as applicable. Consideration

consisting of Equity Securities that are publicly traded (or any securities convertible or exchangeable into such securities or any securities

of the same class of such securities) will be valued at the trading price thereof (but, in the case of any such convertible or exchangeable

securities, giving effect to any exercise price, strike price or other consideration payable in connection with the conversion or exchange

thereof, and, in the case of any such securities that are “out of the money” at the time of determination, based on a Black

Scholes valuation thereof) on the day immediately prior to the closing of the WHP COC or a Significant Asset Sale, as applicable. The

value of any non-marketable securities will be calculated using standard valuation methodologies, including (a) discounted cash

flow methodology and (b) valuation of comparable companies analysis, in accordance with best industry practices and prepared in

good faith.

“WHP Topco”

has the meaning set forth in the Preamble.

“WHP Topco EBITDA”

has the meaning set forth in Exhibit C. An illustrative calculation of WHP Topco EBITDA as of September 30, 2025 is

set forth in Exhibit C-1.

“WHP Topco Units”

has the meaning set forth in Section 9.12(h).

Section 1.2            Interpretative

Matters. In this Agreement, unless otherwise specified or where the context otherwise requires:

(a)            the

headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement

or serve as a limitation or expansion on the scope of any term or provision of this Agreement;

(b)            words

importing any gender shall include other genders;

importing the singular only shall include the plural and vice versa;

(d)            the

words “include,” “includes” or “including” shall be deemed to be followed by the words “without

limitation”;

(e)            the

words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated,

be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement;

(f)            references

to “Articles,” “Exhibits,” “Sections” or “Schedules” shall be to Articles, Exhibits,

Sections or Schedules of or to this Agreement;

(g)            references

to any “Person” include the successors of such Person;

(h)            the

use of the words “or,” “either” and “any” shall not be exclusive;

(i)            wherever

a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict;

(j)            references

to “$” or “dollars” means the lawful currency of the U.S.;

(k)            the

word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends,

and such phrase shall not mean simply “if”;

(l)            references

to “written” or “in writing” include in electronic form;

(m)            provisions

shall apply, when appropriate, to successive events and transactions;

(n)            any

reference to “days” means calendar days unless Business Days are expressly specified;

(o)            when

calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement,

the date that is the reference date in calculating such period shall be excluded and if the day at the end of the period is not a Business

Day, then the period shall end on the close of the next immediately following Business Day;

(p)            references

to any “agreement,” “contract,” “schedule” or “law,” unless otherwise stated, are to

such agreement, contract or schedule or law as amended, modified or supplemented from time to time in accordance with the terms hereof

and thereof;

(q)            any

reference to “preferred Equity Securities” of a Person will mean all Equity Securities of such Person other than the common

Equity Securities of such Person; and

(r)            the

parties hereto have participated jointly in the negotiation and drafting of this Agreement; accordingly, in the event that 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 hereto by virtue of the authorship of any provisions of

this Agreement.

Article II

ORGANIZATIONAL MATTERS

Section 2.1            Formation

of the Company. The Company was formed on March 23, 2026 as a Delaware limited liability company under the Delaware Act. Effective

upon the execution of this Agreement, the rights and liabilities of the Members shall be determined pursuant to the Delaware Act and

this Agreement; provided, that, to the extent of any inconsistency between this Agreement and waivable or non-mandatory provisions

of the Delaware Act, then this Agreement shall govern; provided, further, that, notwithstanding the foregoing, (a) Section 18-305(a) of

the Delaware Act (entitled “Access to and confidentiality of information; records”) shall not apply or be incorporated into

this Agreement and (b) as contemplated by Section 18-210 of the Delaware Act (entitled “No statutory appraisal rights”),

the Members shall not be entitled to statutory appraisal rights. The Company shall initially have one class of Units, consisting of Class A

Units, which shall have the relative rights, powers, preferences, duties, qualifications, limitations and restrictions set forth in this

Agreement. Upon the execution and delivery of this Agreement, each of the Members shall have a Membership Interest consisting of Class A

Units with the associated aggregate Holder Percentage set forth opposite such Member’s name on the Schedule of Units, Members

and Contributions attached hereto, with effect as of the Effective Date.

Section 2.2            Name.

The name of the Company as of the Effective Date is LE Topco, LLC or such other name or names as the Board may designate from time to

time, subject to Section 7.6.

Section 2.3            Powers;

Purposes.

(a)            General

Powers. The Company shall have all of the powers of a Delaware limited liability company, including the power to engage in any lawful

act or activity for which the Company may be organized under the Delaware Act.

(b)            Purposes.

The nature of the business or purposes to be conducted or promoted by the Company is to, directly or indirectly, acquire, own and manage

the Company IP and to perform such other obligations and duties as are imposed upon the Company under this Agreement and the other Transaction

Documents. The Company may engage in any and all activities necessary, desirable or incidental to the accomplishment of the foregoing.

The Company shall operate substantially in accordance with the Annual Budget, except for deviations approved by the Board, subject to

Section 7.10.

Section 2.4            Principal

Location; Registered Office. The Company’s registered office is 209 Orange Street, Wilmington, Delaware 19801. The principal

office of the Company shall be located at such place (whether inside or outside the State of Delaware) as the Board may from time to

time designate. The Company may have such other offices (whether inside or outside the State of Delaware) in the U.S. or any other country

as the Board may from time to time designate. The registered office and registered agent of the Company in the State of Delaware shall

be the office of the initial registered office and registered agent set forth in the Certificate of Formation or such other office as

the Board may from time to time designate. The Board may change the registered office or registered agent from time to time by (a) filing

the address of the new registered office or the name of the new registered agent with the Delaware Secretary of State pursuant to the

Delaware Act and (b) giving notice of such change to each of the Members.

Section 2.5            Term.

The term of the Company commenced upon the filing of the Certificate of Formation in accordance with the Delaware Act and shall continue

in full force and effect in perpetuity; provided that the Company may be dissolved in accordance with the provisions of Article X.

Section 2.6            Foreign

Qualification. Subject to the limitations set forth herein regarding situations in which the approval of the Members is required

by the terms of this Agreement, (a) the Board shall cause the Company to be qualified or registered under foreign entity-related

statutes or assumed or fictitious name statutes or similar Laws in any jurisdiction in which the Company owns property or transacts business

to the extent that such qualification or registration is necessary or advisable in order to protect the limited liability of the Members

or to permit the Company lawfully to own property or engage in business and (b) in connection with the immediately foregoing, any

officer appointed pursuant to Section 7.7 may execute, deliver and file any certificates (and any amendment or restatement

thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company is permitted to conduct business

pursuant to this Agreement.

Section 2.7            Title

to Assets. Title to Company assets and property (both tangible and intangible) shall be deemed to be owned by the Company as an entity

and shall be held in the name of the Company or one or more of its Subsidiaries, as the Board may determine from time to time, subject

to Section 7.6. The Members shall not have any interest (ownership or otherwise) in such assets or property of the Company.

The interest of the Members in the Company is personal property.

Section 2.8            Partnership

Status. The Members intend that the Company not be a joint venture, and that no Member be a joint venturer of any other Member by

virtue of this Agreement for any purpose, that this Agreement is personal to each of them and shall be treated as a personal service

contract for all purposes, including in connection with a Bankruptcy proceeding and neither this Agreement nor any other document entered

into by the Members relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company

shall be treated as partnership for federal, state, and local income tax purposes, and each Member and the Company shall file all tax

returns and shall otherwise take all tax and financial reporting positions and actions in a manner consistent with such treatment.

Section 2.9            Schedules.

The Board shall keep or cause to be kept the Schedule of Units, Members and Contributions in accordance with Section 3.2(a).

Article III

ADMISSION OF MEMBERS; CAPITAL CONTRIBUTIONS;

CAPITAL ACCOUNTS

Section 3.1            Capitalization.

(a)            Units:

Initial Capitalization. Each Member’s Membership Interests, including such Member’s Economic Interest, shall be represented

by issued and outstanding units of membership interests (each, a “Unit”). Each Unit, or the Member holding such Unit,

as applicable, shall have the privileges, preferences, duties, liabilities, obligations and rights set forth in this Agreement with respect

to such Unit.

(b)            Class A

Units. The Company shall initially have one (1) authorized type of Units: Class A Units (the “Class A Units”).

The Company has issued as of the Effective Date 100,000 Class A Units to those Persons set forth on the Schedule of Units, Members

and Contributions. The ownership by a Member of Units shall invest such Member with the Economic Interest therein (except to the

extent Transferred to an assignee as permitted by this Agreement) and the governance rights set forth in this Agreement. For purposes

of this Agreement, Units held by the Company or any of its Subsidiaries shall be deemed not to be outstanding. The Company may issue

fractional Units.

of Additional Units. Subject to the provisions of Section 7.6, Section 9.7 and Section 11.2, the Board

shall have the right to cause the Company to issue at any time after the Effective Date, and for such amount and form of consideration

as the Board may determine, additional Units (of existing classes or new classes) (including creating other classes or series thereof

having such powers, designations, preferences and rights as may be determined by the Board), and in connection therewith, and, subject

to the provisions of Section 7.6 and Section 11.2, the Board shall have the power to make amendments to this

Agreement as the Board in its discretion deems necessary or appropriate to give effect to such additional issuance.

(d)            Recapitalization

or Exchange of Units. Any recapitalization or exchange of Units (by Unit split or otherwise) or combination (by reverse Unit split

or otherwise) of any particular class or series of outstanding Units shall be made contemporaneously to all classes and series of outstanding

Units.

Section 3.2            Admission

of Members; Additional Members.

(a)            Schedule

of Units, Members and Contributions. The Company shall maintain and keep at its principal location a “Schedule of Units,

Members and Contributions” on which it shall set forth (i) the name of each Member, (ii) the address of each Member,

(iii) the aggregate number of Units of each class owned by each Member, (iv) the amount and date of the Capital Contributions

that have been made by each Member, (v) the amount and date of any repayment representing a return of the whole or any part of the

Capital Contribution of any Member, (vi) the Holder Percentage of each Member, (vii) the Fair Market Value of any property

other than cash contributed by each Member with respect to the Units (including, if applicable, a description and the amount of any liability

assumed by the Company or to which contributed property is subject), as determined by the Board in good faith and (viii) such other

particulars relating to each Member (and previous Member) as it may deem appropriate. A Member shall automatically cease to be a Member

upon Transfer of all of such Member’s Units in accordance with this Agreement and the transferee shall not become a Member until

admitted in accordance with the terms of this Agreement.

(b)            Additional

Members. Subject to the provisions of Section 7.6, Section 9.1, Section 9.2, Section 9.7

and Section 11.2, in connection with a Transfer or issuance of Units in accordance with the terms of this Agreement, the

Board shall admit Additional Members. Such Person shall be admitted to the Company as an Additional Member upon furnishing to the Board

(i) a joinder agreement, in the form attached hereto as Exhibit D (the “Joinder Agreement”), pursuant

to which such Person agrees to be bound by all the terms and conditions of this Agreement, and (ii) such other documents or instruments

as may be necessary or appropriate to effect such Person’s admission as a Member (including entering into an investor representation

agreement or such other documents as the Board may deem appropriate). Such admission shall become effective on the date on which such

conditions have been satisfied and when any such admission is shown on the books and records of the Company. Upon the admission of an

Additional Member, the Schedule of Units, Members and Contributions shall be amended to reflect the name, address and Units and

other interests in the Company of such Additional Member.

Section 3.3            Capital

Accounts.

(a)            The

Company shall maintain a separate capital account for each Member according to the rules of Regulations Section 1.704-1(b)(2)(iv) (each,

a “Capital Account”). The Capital Account of each Member shall be credited initially with an amount equal to such

Member’s cash contributions and the initial Gross Asset Value of any property contributed to the Company by the Member (net of

any liabilities securing such contributed property that the Company is considered to assume or take subject to) as of the Effective Date.

The Capital Account of each Member as of immediately after the Closing is set forth on the Schedule of Units, Members and Contributions.

(b)            The

Capital Account of each Member shall (i) be credited with all Income allocated to such Member pursuant to Section 5.1

and Section 5.2, and with the amount equal to such Member’s cash contributions and the initial Gross Asset Value of

any property contributed to the Company by the Member (net of any liabilities securing such contributed property that the Company is

considered to assume or take subject to) following the Effective Date, and (ii) be debited with all Loss allocated to such Member

pursuant to Section 5.1 and Section 5.2, and with the amount of cash and the Gross Asset Value of any property

(net of liabilities assumed by such Member and liabilities to which such property is subject) distributed by the Company to such Member.

Company may, upon the occurrence of the events specified in the definition of “Gross Asset Value,” increase or decrease the

Capital Accounts of the Member in accordance with the Regulations to reflect a revaluation of Company property.

Section 3.4            Negative

Capital Accounts; No Additional Required Capital Contributions. No Member shall be required to pay to any other Member or the Company

any deficit or negative balance that may exist from time to time in such Member’s Capital Account (including upon and after the

winding up and dissolution of the Company). No Member shall be required to make any additional Capital Contributions to the Company for

any reason.

Section 3.5            No

Withdrawal. No Member shall be entitled to withdraw any part of such Member’s Capital Contributions or Capital Account or to

receive any Distribution from the Company, except as expressly provided herein.

Section 3.6            Loans

From Members. Loans by any Member to the Company shall not be considered Capital Contributions. If any Member shall loan funds to

the Company in accordance with the terms of this Agreement (including Section 7.6), then the making of such loans shall not

result in any increase in the Capital Account balance of such Member. 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 3.7            No

Right of Partition. No Member shall have the right to seek or obtain partition by court decree or operation of law of any property

of the Company or any of its Subsidiaries or the right to own or use particular or individual assets of the Company or any of its Subsidiaries,

or, except as expressly contemplated by this Agreement, be entitled to Distributions of specific assets of the Company or any of its

Subsidiaries.

Section 3.8            Transfers

of Units. No Member or holder of Units, nor any spouse or legal representative of a Member or holder of Units, may Transfer all or

any portion of such Member’s Units, except as expressly permitted by and in compliance with Article IX and in compliance

with Section 3.2. Each of the Members agrees that the restrictions contained in this Agreement are fair and reasonable and

in the best interest of the Company and the Members.

Section 3.9            Non-Certification

of Units; Legend; Units Are Securities. Units shall be issued in non-certificated form; provided, that the Board may cause

the Company to issue certificates to a Member representing the Units held by such Member. If any Unit certificate is issued, then such

certificate shall bear a legend substantially in the following form:

THIS CERTIFICATE EVIDENCES A UNIT REPRESENTING

A MEMBERSHIP INTEREST IN LE TOPCO, LLC.

THE MEMBERSHIP INTEREST IN LE TOPCO, LLC

REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THAT CERTAIN AMENDED AND RESTATED LIMITED LIABILITY

COMPANY AGREEMENT OF LE TOPCO, LLC, DATED APRIL 1, 2026, BY AND AMONG LE TOPCO, LLC, AND EACH OF THE MEMBERS FROM TIME TO

TIME PARTY THERETO, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED

UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD,

ASSIGNED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS AND APPLICABLE

STATE OR FOREIGN SECURITIES LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Article IV

DISTRIBUTIONS

Section 4.1            Distributions.

Subject to the provisions of Section 18-607 of the Delaware Act, Section 7.6 and the following sentences of this Section 4.1,

the Board may, in its sole discretion, make Distributions at any time or from time to time; provided, that, except with the prior

written approval of the Board (including at least one (1) Polaris Manager), the Company shall distribute all Excess Cash as of the

end of each fiscal quarter to the Members reasonably promptly (and in any event within ten (10) Business Days) following the end

of such fiscal quarter. All Distributions made pursuant to this Agreement shall be made to the Members holding Class A Units (ratably

among such Members based upon their respective number of Class A Units held by such holders as of immediately prior to such Distribution).

Section 4.2            Successors.

For purposes of determining the amount of Distributions, each Member shall be treated as having made the Capital Contributions and as

having received the Distributions made to or received by its predecessors in respect of any of such Member’s Units. For the avoidance

of doubt, all Distributions in respect of a transferred Unit (or part thereof) shall take into account Distributions previously made

(or deemed to be made) such that the aggregate Distributions made in respect of such Unit (or part thereof) shall be the same as if no

Transfer occurred.

Section 4.3            Distributions

In-Kind. To the extent that the Company distributes property in-kind to the Members, the Company shall be treated as making a Distribution

equal to the Fair Market Value of such property for purposes of Section 4.1. Any resulting hypothetical Income or Loss pursuant

to clause (c) of the definition of “Gross Asset Value” shall be allocated to the Capital Accounts of the Members

in accordance with Section 5.1 and Section 5.2. In connection with any distribution of property in-kind by the

Company to any Member, the Company shall use reasonable best efforts to effect such distribution in a manner that eliminates or minimizes

the application of Sections 704(c)(1)(B) and 737 of the Code.

Article V

ALLOCATIONS

Section 5.1            Allocations.

Except as otherwise provided in, and after giving effect to, Section 5.2, Net Income and Net Loss (and, if necessary, individual

items of Income and Loss) shall be allocated annually (and at such other times as the Board reasonably determines) to the Members in

such manner that the positive Capital Account (increased by any amounts such Member is obligated to restore pursuant to Regulations Section 1.704-2)

balance of each Member shall, to the greatest extent possible, be equal to the amount that would be distributed to such Member (after

satisfaction of any financial obligations of each Member to the Company under any provisions of this Agreement), if (a) the Company

were to sell the assets of the Company for their Gross Asset Values, (b) all Company liabilities were satisfied (limited with respect

to each nonrecourse liability to the Gross Asset Values of the assets securing such liability), (c) the Company were to distribute

the remaining proceeds of sale pursuant to Section 4.1 or liquidation pursuant to Section 10.2 and (d) the

Company were to dissolve pursuant to Article X.

Section 5.2            Special

Allocations.

(a)            Loss

attributable to Member Nonrecourse Debt shall be allocated in the manner required by Regulations Section 1.704-2(i). If there is

a net decrease during a Fiscal Year in Member Minimum Gain, Income for such Fiscal Year (and, if necessary, for subsequent Fiscal

Years) shall be allocated to the Members in the amounts and of such character as is determined according to Regulations Section 1.704-2(i)(4).

This Section 5.2(a) is intended to be a “partner nonrecourse debt minimum gain chargeback” provision that

complies with the requirements of Regulations Section 1.704-2(i)(4), and shall be interpreted in a manner consistent therewith.

(b)            Except

as otherwise provided in Section 5.2(a), if there is a net decrease in Company Minimum Gain during any Fiscal Year, each

Member shall be allocated Income for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in the amounts and of such character

as is determined according to Regulations Section 1.704-2(f). This Section 5.2(b) is intended to be a “minimum

gain chargeback” provision that complies with the requirements of Regulations Section 1.704-2(f), and shall be interpreted

in a manner consistent therewith.

any Member that unexpectedly receives an adjustment, allocation or distribution described in Regulations Section 1.704-1(b)(2)(ii)(d)(4),

(5) or (6) has an Adjusted Capital Account Deficit as of the end of any Fiscal Year, computed after the application of Section 5.2(a) and

Section 5.2(b) but before the application of any other provision of Section 5.1 and this Section 5.2,

then Income for such Fiscal Year shall be allocated to such Member in an amount and manner sufficient to eliminate such Adjusted Capital

Account Deficit as quickly as possible. This Section 5.2(c) is intended to be a “qualified income offset”

provision as described in Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith.

(d)            Adjustments

to Gross Asset Values of Company assets described in clause (d) of the definition of “Gross Asset Value” shall

be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to

Regulations Section 1.704-1(b)(2)(iv)(m).

(e)            The

allocations set forth in Section 5.2(a) through Section 5.2(d) inclusive (the “Regulatory

Allocations”) are intended to comply with certain requirements of Section 1.704-1(b) and 1.704-2 of the Regulations.

The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate items of Income and Loss of

the Company or to make Distributions. Accordingly, notwithstanding the other provisions of Section 5.1 and Section 5.2,

but subject to the Regulatory Allocations, items of Income and Loss of the Company shall be allocated among the Members so as to eliminate

the effect of the Regulatory Allocations and thereby cause the respective Capital Account balances of the Members to be in the amounts

(or as close thereto as possible) they would have been if Income 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 Income and Loss among the Members so

that, to the extent possible, the net amount of Regulatory Allocations and such special allocations to each such Member is zero.

(f)            Upon

the exercise of a noncompensatory option (as defined in Regulations Section 1.721-2(f)), then the applicable Member(s) shall

be allocated Income or Loss for such Fiscal Year according to Regulations Section 1.704-1(b)(2)(iv)(s).

(g)            Notwithstanding

any other provisions of this Agreement, any item of income, gain, loss or deduction which is specially allocated pursuant to this Section 5.2

shall not be taken into account for purposes of computing Net Income or Net Loss.

(h)            All

matters concerning the computation of Capital Accounts, the allocation of Net Income (or items thereof) and Net Loss (or items thereof)

for Capital Account purposes, the allocation of items of Company income, gain, loss, deduction and expense for tax purposes and the adoption

of any accounting methods or procedures not expressly provided for by the terms of this Agreement shall be reasonably determined by the

Partnership Representative. Absent manifest error, such determinations shall be final and conclusive as to all the Members. Without in

any way limiting the scope of the foregoing, if and to the extent that, for any tax purposes, any item of income, gain, loss, deduction

or expense of any Member or the Company is constructively attributed to, respectively, the Company or any Member, or any contribution

to or distribution by the Company or any payment by any Member or the Company is recharacterized, the Partnership Representative may,

in its reasonable discretion, specially allocate items of Company income, gain, loss, deduction and expense or make correlative adjustments

to the Capital Accounts of the Members in a manner so that the net amount of income, gain, loss, deduction and expense realized by each

relevant party (after taking into account such special allocations) and the net Capital Account balances of the Members (after taking

into account such special allocations and adjustments) shall, as nearly as possible, be equal, respectively, to the amount of income,

gain, loss, deduction and expense that would have been realized by each relevant party and the Capital Account balances of the Members

that would have existed if such attribution or recharacterization and the application of this sentence of this Section 5.2(h) had

not occurred.

Section 5.3            Tax

Allocations.

(a)            The

income, gains, losses and deductions 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 and deductions among the Members for purposes of computing their Capital

Accounts; except that if any such allocation is not permitted by the Code or other applicable Law, then the Company’s subsequent

income, gains, losses and deductions for tax purposes 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 Company taxable income, gain, loss and deduction 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 Gross Asset Value. The Partnership Representative shall have

the authority to select, in its reasonable discretion, any method of making such allocations that is allowed under Code Section 704(c) and

the Regulations thereunder; provided, that the Board shall make such allocations (including “reverse” Section 704(c) allocations)

with respect to the Contributed Assets and Assigned Contracts (each as defined in the Purchase Agreement) and any other assets contributed

to the Company in connection with the IP Contribution (as defined in the Purchase Agreement) using the “traditional method”

under Regulations Section 1.704-3(b), unless otherwise agreed to by each of the Members in writing.

credits, tax credit recapture and any items related thereto shall be allocated to the Members according to their interests in such items

as reasonably determined by the Partnership Representative taking into account the principles of Regulations Section 1.704-1(b)(4)(ii).

(d)            Allocations

pursuant to this Section 5.3 are solely for the 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 Income, Loss, Distributions or other Company items

pursuant to any provision of this Agreement.

Section 5.4            Members’

Tax Reporting. The Members acknowledge and are aware of the income tax consequences of the allocations made pursuant to this Article V

and, except as may otherwise be required by applicable Law or regulatory requirements, hereby agree to be bound by the provisions of

this Article V in reporting their shares of Company income, gain, loss, deduction and credit for federal, state and local

income tax purposes.

Section 5.5            Withholding, Indemnification

and Reimbursement for Payments on Behalf of a Member.

(a)            General.

The Company may withhold and remit to a Governmental Entity any taxes that are required to be withheld and remitted under applicable

tax Law with respect to any Member, and any such taxes may be withheld from any distribution otherwise payable to such Member. Taxes

withheld and paid to the relevant Governmental Entity on amounts directly or indirectly payable to the Company or any of its Subsidiaries

that is treated as a pass-through entity and taxes otherwise paid to the relevant Governmental Entity by the Company or any of its Subsidiaries

that is treated as a pass-through entity shall be treated for purposes of this Agreement as distributed to the appropriate Members and

paid by the appropriate Members to the relevant Governmental Entity. If the Company is required by applicable Law to make or is subject

to any payment to a Governmental Entity that is specifically attributable to a Member or a Member’s status as such (including withholding

taxes, state or local personal property taxes and state or local unincorporated business taxes, taxes under Section 1446 of the

Code and taxes that arise under the Partnership Tax Audit Rules), then such Member shall indemnify the Company in full for the entire

amount paid (including interest, penalties and related expenses), to the extent that such amount was not withheld from any distribution

otherwise payable to such Member. No such indemnification will be considered a Capital Contribution for purposes of this Agreement. A

Member’s obligation to indemnify the Company under this Section 5.5 shall survive the Member’s Transfer of any

Unit and the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 5.5, the

Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each

Member under this Section 5.5, including instituting a lawsuit to collect such indemnification, with interest calculated

at a rate equal to five (5) percentage points per annum (but not in excess of the highest rate per annum permitted by applicable

Law).

(b)            If

and to the extent that the Company shall be required to withhold or pay any withholding or other taxes pursuant to Section 5.5(a),

such Member shall be deemed for all purposes of this Agreement to have received a payment from the Company as of the time such withholding

or other tax is required to be paid, which payment shall be deemed to be a Distribution pursuant to the provisions of Section 4.1

with respect to such Member’s Units to the extent that such Member would have received a distribution but for such withholding.

In addition, if and to the extent that the Company receives a distribution or payment from or in respect of which tax was withheld, as

a result of (or attributable to) such Member’s status as a Member hereunder, such Member shall be deemed for all purposes of this

Agreement to have received a distribution from the Company as described in the prior sentence. To the extent that the aggregate of such

payments made on behalf of a Member for any period exceeds the distributions that such Member would have received for such period but

for such withholding, the Board shall notify such Member as to the amount of such excess and such Member shall make a prompt payment

to the Company of such amount by wire transfer. This Section 5.5(b) shall survive the dissolution and termination of

the Company, the withdrawal of any Member from the Company and any Transfer of a Member’s Units.

the avoidance of doubt, any taxes, penalties and interest payable under the Partnership Tax Audit Rules by the Company shall be

treated as specifically attributable to the Members of the Company, 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 Members to

whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise), as reasonably

determined.

Article VI

MEMBERS

Section 6.1            Lack

of Authority of Individual Members. Except as otherwise expressly provided herein, no Member shall in its capacity as a Member have

the authority or power to act for or on behalf of the Company in any manner, to do any act that would be (or could be construed as) binding

on the Company or to make any expenditure on behalf of the Company.

Section 6.2            Members’

Right to Act. For situations in which the approval of the Members is required pursuant to this Agreement or a non-waivable provision

of the Delaware Act, the Members shall act through written consent or meetings as set forth in Section 6.2(a) and Section 6.2(b).

Unless otherwise provided in this Agreement, any action (including the giving of consent, waivers or approvals) by the Members shall

require the affirmative vote of, or written consent signed by, the Members holding a majority of the Units. Except for the voting, approval

and consent rights of the Members expressly provided in this Agreement and the non-waivable provisions of the Delaware Act, none of the

Members shall have any voting, approval or consent rights under this Agreement or the Delaware Act, and each Member expressly waives

any consent, approval or voting rights that are not expressly provided in this Agreement and any other rights to participate in the governance

of the Company, whether such rights may be provided under the Delaware Act or otherwise.

(a)            Action

by the Members at Meetings; Meetings by Telephone Conference.

(i)            The

actions taken by the Members at any meeting (as opposed to by written consent), however called and however notice has been given, 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 as to whom it was improperly held sign a written waiver of notice or a consent to the holding of such meeting or an approval

of the minutes thereof.

(ii)           Subject

to the requirements of the Delaware Act, the Certificate of Formation and this Agreement, the Members may participate in and hold a meeting

of the Members by means of a conference, telephone or similar communications equipment by means of which all individuals participating

in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting,

except where a Member participates in the meeting for the express purpose of objecting to the transaction of any business on the ground

that the meeting is not lawfully called or convened.

(b)            Action

by the Members via Written Consent. Any action permitted or required by the Delaware Act, the Certificate of Formation, or this Agreement

to be taken at a meeting of the Members may be taken without a meeting, without notice and without a vote if a consent in writing, setting

forth the action to be taken, is signed by all Members and, when so signed, such written consent shall constitute Member approval of

such action. Such consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument

filed with the Delaware Secretary of State, and the execution of such consent shall constitute attendance or presence in person at a

meeting of the Members.

Section 6.3            Liability

of Members. Except as otherwise required by any applicable Law that may not be waived by the Company or a Member or as expressly

set forth in this Agreement, no Member shall have any personal liability whatsoever in such Member’s capacity as a Member, whether

to the Company or to any Subsidiary of the Company, to any of the other Members, to the creditors of the Company or any of its Subsidiaries

or to any other third Person for the debts, obligations and liabilities of the Company or any of its Subsidiaries, whether arising in

contract, tort or otherwise (including those arising as a Member or an equityholder, an owner or a shareholder of another Person), and

in furtherance of the foregoing, each Member (in its capacity as a Member) shall be liable only to make such Member’s Capital Contributions

to the Company, if applicable, and the other payments provided for expressly herein, in each case, in accordance with the applicable

terms of this Agreement and any Transaction Document to which it is a party. No Member shall be obligated hereunder to reimburse or make

any payment to, or incur any liability in favor of, the Company or any Subsidiary of the Company for lost revenues, profits, diminution

in value or other opportunity costs, whether direct or indirect, however incurred or calculated, for activities, opportunities or businesses

that the Company or any Subsidiary of the Company, as applicable, does or does not undertake as a result of any exercise or non-exercise

by a Member of any rights under this Agreement or any requisite approval of the Board or any other approval required hereunder, including

pursuant to Section 7.6, not being attained.

Article VII

MANAGEMENT OF THE COMPANY

Section 7.1            Authority

of the Board. Except for situations in which (a) the approval of the Members or any specific Member is required by this Agreement

or the Delaware Act or (b) the authority of the Board is otherwise limited by the terms of this Agreement, in each case including

Section 7.6 hereof, and in each case subject to the other provisions of this Article VII, the Board shall direct

and exercise full supervisory control over all activities of the Company, and have the power to bind or take any action on behalf of

the Company within its scope and in accordance with this Agreement. For the avoidance of doubt, no individual Manager acting in his or

her capacity as a “manager” shall have the authority to bind the Company; except as a member of the Board acting collectively

as the Board, and all actions by the Managers shall be taken collectively as the Board, subject to the other provisions of this Agreement.

Section 7.2            Composition

of the Board.

(a)            Subject

to Section 7.6, the total number of members that comprise the Board shall be established by the Board from time to time.

As of the Effective Date, the Board shall be comprised of four (4) Managers:

(i)            two

(2) persons designated by the WHP Holder (the “WHP Managers”), who shall initially be Yehuda Shmidman and Ephraim

Zinkin; and

(ii)           two

(2) persons designated by the Polaris Holder (the “Polaris Managers”), who shall initially be Josephine Linden and Andrew J. McLean;

provided,

that in no event shall any Person employed or engaged as a service provider or otherwise by any Competitor serve as a Manager.

(b)            The

composition of the votes of the Managers shall be as follows:

(i)            Subject

to Section 7.2(b)(ii) and Section 7.2(b)(iii), at each meeting of the Board, and in each other circumstances

in which the Managers are authorized or directed to take any action under this Agreement, (A) the WHP Managers present at such meeting

(or taking such action) shall collectively be entitled to a number of votes on all matters submitted to the Board equal to the sum of

one (1) plus the number of Managers present at such meeting (or taking such action) that are not WHP Managers (the “WHP

Manager Votes”), with each WHP Manager entitled to cast his or her proportionate share of the WHP Manager Votes, and (B) each

Polaris Manager shall be entitled to a number of votes on all matters submitted to the Board equal to one (1) vote per Manager (the

“Polaris Manager Votes”).

(ii)           Notwithstanding

the foregoing, if at any time after the Effective Date (x) the Polaris Holder Percentage is greater than the WHP Holder Percentage

and (y) the WHP Holder Percentage is lower than forty percent (40%), then the WHP Manager Votes shall be equal to one (1) vote

per Manager and the Polaris Manager Votes shall collectively be equal to the sum of one (1) plus the number of Managers present

at such meeting (or taking such action) that are not Polaris Managers, with each Polaris Manager entitled to cast his or her proportionate

share of the Polaris Manager Votes (such change, the “Governance Flip”).

(iii)          From

and after a Governance Flip, (x) if at any time the WHP Holder Percentage is greater than or equal to the Polaris Holder Percentage,

then the Polaris Manager Votes shall be equal to one (1) vote per Manager and the WHP Manager Votes shall collectively be equal

to the sum of one (1) plus the number of Managers present at such meeting (or taking such action) that are not WHP Managers,

with each WHP Manager entitled to cast his or her proportionate share of the WHP Manager Votes; and (y) if at any time the Polaris

Holder Percentage is greater than the WHP Holder Percentage, then the WHP Manager Votes shall be equal to one (1) vote per Manager

and the Polaris Manager Votes shall collectively be equal to the sum of one (1) plus the number of Managers present at such

meeting (or taking such action) that are not Polaris Managers, with each Polaris Manager entitled to cast his or her proportionate share

of the Polaris Manager Votes (such change in either clause (x) or (y), a “Subsequent Governance Flip”).

(iv)          Notwithstanding

the foregoing, no Governance Flip or Subsequent Governance Flip will occur, and Section 7.2(b)(ii) and Section 7.2(b)(iii) shall

cease to apply (with any such Governance Flip and/or Subsequent Flip being automatically unwound such that the composition of the votes

of the Managers shall be determined in accordance with Section 7.2(b)(i)), if the Polaris Holder enters into or consummates

any Polaris COC with a Competitor. Additionally, in no event shall any of the WHP Member’s or the Polaris Members’ rights

under this Section 7.2 survive a Transfer pursuant to clause (a)(ii) or (b)(ii), as applicable, of the definition of

“Permitted Transferee.”

committees of the Board or the board of managers (or equivalent) of any of the Company’s Subsidiaries shall be created only upon

the approval of the Board, and the composition of each such committee shall be determined by the Board; provided that, for so

long as the WHP Holder Percentage is at least fifteen percent (15%), each such committee shall include at least one (1) WHP Manager,

and for so long as the Polaris Holder Percentage is at least fifteen percent (15%), each such committee shall include at least one (1) Polaris

Manager. The voting rights of the Managers serving on any committee of the Board shall be commensurate with the voting rights of the

corresponding Managers with respect to any actions taken by the Board as set forth in Section 7.2(b). The Board may dissolve

any committee at any time, unless otherwise provided in the Certificate of Formation or this Agreement.

(d)            Any

Member shall be removed from the Board or any committee thereof with cause or at the written request of the Member(s) that have

the right to designate such Manager hereunder. If any Manager designated hereunder ceases to serve as a member of the Board during his

or her term of office, then the resulting vacancy on the Board (if applicable) shall be filled by a representative designated by the

Member(s) that have the right (if applicable) to designate the Manager who ceases to serve.

(e)            The

Company shall reimburse, upon presentation of appropriate substantiating documentation and in accordance with any policies from time

to time established by the Company, all reasonable out-of-pocket expenses incurred by any member of the Board who is not an employee

of the Company or its Subsidiaries in connection with the performance of his or her duties as a member thereof (including his or her

attendance at any meeting of the Board or any committee thereof). No member of the Board shall be entitled to receive any cash compensation

for his or her services on the Board (other than expense reimbursement pursuant to the immediately foregoing sentence).

(f)            If

any party fails to designate a representative to fill a Manager position pursuant to the terms of this Section 7.2, such

position shall remain vacant until such party exercises its right to designate a Manager hereunder.

Section 7.3            Meetings;

Quorum; Notice; Written Consent.

(a)            Meetings

of the Board shall be held at least once per calendar quarter and may be held with forty-eight (48) hours’ notice to each Manager

at such time and at such place as shall from time to time be determined by the Managers holding a majority of the voting power of the

Board; provided, that if at any meeting of the Board, a quorum is not present, then, notwithstanding anything herein contained,

the Managers present at such meeting may call a supplementary meeting of the Board on not less than forty-eight (48) hours’ notice

to each Manager and the Managers present at the supplementary meeting shall constitute a quorum; provided, further, that

the Company shall make such meeting available electronically pursuant to Section 7.3(d).

(b)            Directors

having at least a majority of the voting power of the Board (including at least one (1) WHP Manager and at least one (1) Polaris

Manager) shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board, the Managers

present at such meeting shall adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum

shall be present. Notwithstanding the foregoing, if a quorum is not constituted at a meeting because at least one (1) WHP Manager

or at least one (1) Polaris Manager is not present at such meeting nor at an adjournment of such meeting, then the presence of the

Manager(s) that was/were so absent will not be required to establish a quorum at the next adjournment of such meeting scheduled

at least two (2) days after the previous adjournment. Subject to Section 7.6, the vote of the Managers holding a majority

of the voting power of all Managers present at a meeting at which a quorum is present shall be the act of the Board.

committee of the Board may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise

be provided by a resolution of the Board designating such committee. Unless otherwise provided in such a resolution, the presence of

members of the committee representing a majority of the voting power of all members of such committee (including at least one (1) WHP

Manager and at least one (1) Polaris Manager) shall be necessary to constitute a quorum.

(d)            A

member of the Board or any committee thereof may participate in and act at any meeting of such Board or committee through the use of

a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other,

and participation in the meeting pursuant to this Section 7.3 shall constitute presence in person at the meeting.

(e)            Any

member of the Board or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such

meeting, except when such member objects to the transaction of any business because the meeting is not lawfully called or convened. Such

right to dissent shall not apply to any member who voted in favor of such action.

(f)            Any

action permitted or required by the Delaware Act, the Certificate of Formation or this Agreement to be taken at a meeting of the Board

or any committee designated by the Board may be taken without a meeting, without prior notice and without a vote, provided that:

(i) all Managers receive at least forty-eight (48) hours’ prior notice of the action to be taken, including a copy of any

proposed written consent or similar instrument, and (ii) a consent in writing (including by electronic mail), setting forth the

action to be taken, is signed by the Managers holding not less than the majority of the total votes that would be entitled to be cast

by the Managers at a meeting of the Board or such committee at which all Managers or, as applicable, committee members, were present

and voted. With respect to clause (i) above, execution of the written consent by a WHP Manager and a Polaris Manager shall

constitute a waiver of such forty-eight (48)-hour prior notice requirement with respect to such Manager. Such consent shall have the

same force and effect as a vote of the Managers or members of such committee holding a majority of the total votes present at a meeting

of the Board or such committee, as the case may be, at which a quorum is present, and may be stated as such in any document or instrument

filed with the Secretary of State of the State of Delaware. The execution of such consent shall constitute attendance or presence in

person at a meeting of the Board or any such committee, as the case may be. Prompt (and in no event greater than forty-eight (48) hours)

notice of the taking of any action without a meeting by less than unanimous written consent (including copies of any such consent) shall

be given to those Managers or committee members, as the case may be, who have not consented in writing to the taking of such action and

who would have otherwise been entitled to vote on such action at a meeting of the Board or such committee.

Section 7.4            Performance

of Duties; Liability of Managers and Officers.

(a)            In

performing his or her duties, each Manager shall be entitled to rely in good faith on the provisions of this Agreement and on information,

opinions, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount

of the assets, liabilities, profits or losses of the Company and its Subsidiaries or any facts pertinent to the existence and amount

of assets from which Distributions to Members might properly be made), of the following other Persons or groups: (i) one or more

officers or employees of any of the Company’s Subsidiaries, (ii) any attorney, independent accountant, financial advisor,

consultant or other Person employed or engaged by the Company or any of its Subsidiaries, or (iii) any other Person who has been

selected by or on behalf of the Company or any of its Subsidiaries, in each case, as to matters which such relying Person reasonably

believes to be within such other Person’s professional or expert competence.

(b)            No

individual who is a director, officer, employee, member, partner or direct or indirect owner of the Company or any of its Subsidiaries,

or any combination of the foregoing, shall be personally liable under any judgment of a court, or in any other manner, for any debt,

obligation or liability of the Company, whether that liability or obligation arises in contract, tort or otherwise solely by reason of

being a director, officer, employee, member, partner or direct or indirect owner of the Company or any combination of the foregoing.

director, officer, employee, member, partner or direct or indirect owner of the Company or any of its Subsidiaries, or any combination

of the foregoing, shall be liable to the Company or any Member for any act or omission, including any mistake of fact or error in judgment

taken, suffered or made by such Person in good faith and with the belief that such act or omission is in or is not contrary to the best

interests of the Company and is within the scope of authority granted to such Person, provided, that such act or omission was

taken or not taken in good faith and does not constitute fraud, willful misconduct, gross negligence (as defined under Delaware law)

or knowing violation of Law in the conduct of such Person’s office.

(d)            To

the maximum extent permitted by applicable Law, including Section 18-1101 of the Delaware Act, or in equity, to the extent that,

at law or in equity, subject to, and as limited by the provisions of this Agreement, an Officer or Manager, in the performance of his

or her duties as such, owes to the Company and its Members duties (including fiduciary duties (except the duty of loyalty, which shall

not be waived and which shall apply to the Officers and Managers of the Company)) to the Company, a Member or any other Person, such

Officer’s or Manager’s duties are irrevocably waived, released and eliminated, including as may result from a conflict of

interest between the Company or such Subsidiary and such Person, except with respect to acts or omissions not in good faith or which

involve intentional misconduct or a knowing violation of law. Each Member acknowledges and agrees that in connection with such waiver,

including as may result from a conflict of interest, each such Person may act in his, her or its own best interests (including his, her

or its interests as a member or employee of a Member or any Affiliate of a Member). With respect to any waived conflict of interest,

no Manager or Officer shall be obligated to recommend or take any action that prefers the interests of the Company or any Subsidiary

over the interests of such Manager or Officer or the Members.

Section 7.5            Indemnification.

(a)            Third-Party

Actions, Suits and Proceedings. The Company shall indemnify and hold harmless each Member, the Partnership Representative, each officer

and manager (or equivalent) (including any Manager) of the Company and its Subsidiaries and any other Person who was or is made a party

or is threatened to be made a party to or is involved in or participates as a witness with respect to any Actions (other than an Action

by or in the right of the Company), by reason of the fact that he or she, or a Person of whom he or she is the legal representative,

is or was an officer or Manager of the Company or of its Subsidiaries, or is or was serving at the request of the Company as a manager,

director or officer of another company or of a corporation, limited liability company, partnership, joint venture, trust or other enterprise,

against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred

by such Person in connection with such Action if (i) such Person acted in good faith and in a manner such Person reasonably believed

to be in or not opposed to the best interests of the Company, (ii) any of such Person’s actions does not constitute fraud,

willful misconduct, gross negligence (as defined under Delaware law) or a breach of such Person’s duty of loyalty and (iii) with

respect to any criminal Action, such Person had no reasonable cause to believe such Person’s conduct was unlawful. The termination

of any Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself,

create a presumption that the Person did not act in good faith and in a manner which such Person reasonably believed to be in or not

opposed to the best interests of the Company, or, with respect to any criminal Action that the Person had reasonable cause to believe

that his or her conduct was unlawful.

(b)            Actions

by the Company. The Company shall indemnify and hold harmless each Member, the Partnership Representative, officer and manager (or

equivalent) (including any Manager) of the Company and its Subsidiaries and any other Person who was or is a party or is threatened to

be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its

favor by reason of the fact that such Person, or a Person of whom he or she is the legal representative, is or was a manager or officer

of the Company or its Subsidiaries, or is or was serving at the request of the Company as a manager, director or officer of another company

or of a corporation, limited liability company, joint venture, trust or other enterprise against expenses (including attorneys’

fees) actually and reasonably incurred by such Person in connection with the defense or settlement of such action or suit if such Person

acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company and

except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged

to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such

action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances

of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of

Delaware or such other court shall deem proper.

Non-Exclusive. The rights to indemnification and the payment of expenses incurred in defending an Action in advance of its final

disposition conferred in this Section 7.5 shall not be exclusive of any other right which any person may have or hereafter

acquire under any statute, provision of this Agreement, any other agreement or otherwise.

(d)            Insurance.

The Company shall maintain insurance, at its expense, and shall cause each Subsidiary to maintain insurance at such Subsidiary’s

expense, on its own behalf and on behalf of any person who is or was at any time after the Effective Date a manager (or equivalent) (including

any Manager) or officer of the Company or any of its Subsidiaries (collectively, “D&O Indemnified Persons”) against

any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the Company would have the

power to indemnify such person against such liability under this Section 7.5. Each of the WHP Holder and the Polaris Holder

shall have the right to review such insurance, and upon request, be provided a copy of such insurance. Notwithstanding the foregoing,

for so long as the WHP Managers collectively hold a majority of the voting power of the Board, the Company shall be deemed to have satisfied

its obligations under this Section 7.5(d) if WHP Topco or any of its Subsidiaries maintains a directors’

and officers’ liability insurance that provides coverage to the D&O Indemnified Persons; provided that WHP Topco

and its Subsidiaries shall continue to maintain such directors’ and officers’ liability insurance

until such time that the Company binds its own directors’ and officers’ liability insurance policy.

(e)            Expenses.

Expenses incurred by any Person described in Section 7.5(a) or 7.5(b) in defending an Action shall be paid

by the Company periodically upon receipt of an undertaking reasonably acceptable to the Board by or on behalf of such Person to repay

such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company. Subject to Section 7.6,

such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

(f)            Employees

and Agents. Persons who are not covered by the foregoing provisions of this Section 7.5 and who are or were a Member,

the Partnership Representative, employees or agents of the Company, or who are or were serving at the request of the Company as employees

or agents of another company or of a corporation, limited liability company, partnership, joint venture, trust or other enterprise, may

be indemnified to the extent authorized at any time or from time to time by the Board.

(g)            Contract

Rights. The provisions of this Section 7.5 shall be deemed to be a contract right between the Company and each Member,

the Partnership Representative and each manager, officer and employee of the Company, or manager, officer, employee, fiduciary or agent

of the Company or any of its Subsidiaries who serves in any such capacity at any time while this Section 7.5 and the relevant

provisions of any applicable Law are in effect, and any repeal or modification of this Section 7.5 or any such law shall

not affect any rights or obligations then existing with respect to any state of facts or Action then existing. The indemnification and

other rights provided for in this Section 7.5 shall inure to the benefit of the heirs, executors and administrators of any

Person entitled to such indemnification. The Company shall indemnify any such Person seeking indemnification in connection with an Action

initiated by such Person only if such Action was authorized by the Board. Any Person covered by the indemnification and exculpation provisions

of this Section 7.5 (a “Covered Person”) who is not a party to this Agreement and who is granted rights

pursuant to this Section 7.5 may, in its own right enforce its rights subject to and in accordance with applicable Law. Notwithstanding

any other term of this Agreement, the consent of or notice to any person who is not a party to this Agreement (including a Covered Person)

is not required for any amendment to, termination, rescission or agreement to any variation, waiver, assignment, novation, release or

settlement under this Agreement at any time.

(h)            Primacy

of Indemnification. The Members hereby acknowledge that certain Covered Persons have or may have certain rights to indemnification,

advancement of expenses or insurance provided by the WHP Holder or the Polaris Holder or certain of their respective Affiliates (collectively,

the “Holder Indemnitors”). The Members hereby agree (i) that the Company is the indemnitor of first resort (i.e.,

its obligations to the Covered Persons are primary and any obligation of the Holder Indemnitors to advance expenses or to provide indemnification

for the same expenses or liabilities incurred by any Covered Person are secondary), (ii) that the Company shall be required to advance

the full amount of expenses incurred by such Covered Persons and shall be liable for the full amount of all expenses, judgments, penalties,

fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Delaware

Act (or any other agreement between the Company and such Covered Persons), without regard to any rights such Covered Persons may have

against the Holder Indemnitors, and (iii) that the Company irrevocably waives, relinquishes and releases the Holder Indemnitors

from any and all claims against the Holder Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof.

The Members further agree that no advancement or payment by the Holder Indemnitors on behalf of any Covered Person with respect to any

claim for which such Covered Person has sought indemnification from the Company shall affect the foregoing and the Holder Indemnitors

shall have a right of contribution or be subrogated to the extent of such advancement or payment to all of the rights of recovery of

such Covered Persons against the Company. The Members agree that the Holder Indemnitors are express third-party beneficiaries of the

terms of this Section 7.5.

(i)            Merger

or Consolidation; Other Enterprises. For purposes of this Section 7.5, references to “the Company” shall

include, in addition to the resulting company, any constituent company (including any constituent of a constituent) absorbed in a consolidation

or merger which, if its separate existence had continued, would have had power and authority to indemnify its managers, directors, officers,

employees or agents, so that any Person who is or was a manager, director, officer, employee or agent of such constituent company, or

is or was serving at the request of such constituent company as a director, officer, employee or agent of another company or of a corporation,

limited liability company, partnership joint venture, trust or other enterprise, shall stand in the same position under this Section 7.5

with respect to the resulting or surviving company as he or she would have with respect to such constituent company if its separate existence

had continued. For purposes of this Section 7.5, references to “other enterprises” shall include employee benefit

plans; references to “fines” shall include any excise taxes assessed on a Person with respect to any employee benefit plan;

and references to “serving at the request of the Company” shall include any service as a manager, director, officer, employee

or agent of the Company that imposes duties on, or involves services by, such manager, director, officer, employee or agent with respect

to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably

believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner

“not opposed to the best interests of the Company” as referred to in this Section 7.5.

(j)            No

Member Recourse. Anything herein to the contrary notwithstanding, any indemnity by the Company relating to the matters covered in

this Section 7.5 shall be provided out of and to the extent of Company assets only and no Member (unless such Member otherwise

agrees in writing or is found in a final decision of 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.

Section 7.6            Protective

Provisions. In addition to the approval of the Board (or any committee thereof), notwithstanding anything in this Agreement to the

contrary, the following actions shall require the prior written consent of (x) the Polaris Holder, if and for so long as the Polaris

Holder continues to hold at least fifty percent (50%) of the Class A Units held by the Polaris Holder immediately after the Closing

(as equitably adjusted for any split, or other recapitalization or reclassification effected after the Effective Date) and (y) the

WHP Holder, if and for so long as the WHP Holder continues to hold at least fifty percent (50%) of the Class A Units held by the

WHP Holder immediately after the Closing (as equitably adjusted for any split, or other recapitalization or reclassification effected

after the Effective Date); provided that the prior written consent of the Polaris Holder shall not be required, and the Polaris

Holder shall cease to have any rights under this Section 7.6 if the Polaris Holder enters into or consummates any Polaris

COC with a Competitor on or prior to the tenth (10th) anniversary of the Effective Date. Additionally, in no event shall any of the WHP

Member’s or the Polaris Members’ rights under this Section 7.6 survive a Transfer pursuant to clause (a)(ii) or

clause (b)(ii), as applicable, of the definition of “Permitted Transferee”:

(a)            amending,

modifying, waiving or terminating the organizational or governing documents of the Company or any of its Subsidiaries, including, for

the avoidance of doubt, this Agreement;

(b)            changing

the size of the Board or the number of Managers that the Polaris Holder or the WHP Holder may appoint to the Board or any committees

thereof;

authorizing or issuing any new class or series of Units or any right to acquire any such Units, and any amendments to this Agreement

to give effect to such additional authorization, issuance or right, or issuing, selling, delivering, granting, transferring or encumbering,

or authorizing, agreeing or committing to issue, sell, deliver, grant, transfer or encumber, any Class A Units, or any securities

convertible or exchangeable into or exercisable for, or any options, warrants or other rights to acquire, any such Class A Units.

Notwithstanding the foregoing, the consent of the Polaris Holder or the WHP Holder, as applicable, shall not be required under this Section 7.6(c) if

the Board determines, in good faith, that the Company and its Subsidiaries, taken as a whole, are or would reasonably be expected to

become insolvent without such authorization, issuance or right, in light of the financial circumstances of the Company and its Subsidiaries,

taken as a whole; provided that, for the avoidance of doubt, any Units (or rights to acquire Units) created, authorized or issued

in reliance on this sentence shall be subject to the preemptive rights set forth in Section 9.7;

(d)            making

any dividend or distribution with respect to, or redeeming or repurchasing, any Units, or effecting any Unit split, reorganization or

other recapitalization transaction, other than (i) solely with respect to Excess Cash and Distributions in accordance with Section 4.1

or (ii) as described in Section 10.2;

(e)            taking

any action that would reasonably be expected to result in any of the Company or its Subsidiaries not being classified as a partnership

or disregarded entity for U.S. federal and applicable state and local income tax purposes or otherwise changing the U.S. federal income

tax classification of the Company or any of its Subsidiaries;

(f)            (i) making,

changing or revoking any material tax election (other than tax elections for which consent requirements are specifically addressed in

this Agreement), (ii) adopting or changing any material method of tax accounting, including, for the avoidance of doubt, the Company’s

Fiscal Year, (iii) seeking, obtaining or entering into any ruling from, or any closing agreement with, any tax authority, (iv) settling

or compromising any material tax proceeding of the Company or any of its Subsidiaries or (v) taking any position on any tax return

or in any tax proceeding, in each case, that could reasonably be expected to have a disproportionate and adverse impact on the Polaris

Holder or the WHP Holder, as applicable;

(g)            entering

into, or amending any contract, agreement, arrangement or understanding by and between the Company or one or more of its Subsidiaries,

on the one hand, and any Member or any member, director, officer, employee or Affiliate of the Polaris Holder or Affiliate of the WHP

Holder, as applicable, or any Affiliate of any of the foregoing, on the other hand, in each case, except with respect to the agreements

or arrangements (i) expressly contemplated under the Transaction Documents as in effect on the Effective Date or as amended in accordance

with their terms and in compliance with this Section 7.6(g) or (ii) among the Company and its Subsidiaries; provided

that no consent of the Polaris Members shall be required for any amendment or modification to the License Agreement; provided,

further, that for so long as the Polaris Holder Percentage is equal to or greater than fifteen percent (15%), the prior written

consent of the Polaris Members shall be required for any amendment or modification to the Management Services Agreement;

(h)            incurring,

arranging, assuming, or guaranteeing any indebtedness, directly, contingently or otherwise (including issuing any debt securities) in

excess of $2,500,000;

(i)            assigning,

selling, transferring, conveying, contributing, leasing, assuming, exclusively licensing (other than in the ordinary course of business

and approved by the Board), creating or permitting to exist any lien or security interest on or otherwise disposing of, encumbering,

abandoning or letting lapse, any material property (whether real or tangible) or assets of the Company or its Subsidiaries (including

any Company IP), or any rights thereto, in each case, except in connection with indebtedness approved under Section 7.6(h) (it

being understood that in no event shall the entry into, amendment or termination of licenses with respect to any Company IP in compliance

with Section 7.6(j) be subject to this Section 7.6(i));

(j)            entering

into, amending or terminating any contract or agreement of the Company and its Subsidiaries (in each case, other than entering into,

amending or terminating the License Agreement or any other licenses granted in the ordinary course of business, so long as such actions

have been approved by the Board) that (i) provides for aggregate payments to or from the Company and its Subsidiaries in excess

of $7,000,000, per such contract or agreement or (ii) could reasonably be expected to be required to be filed as a “material

contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act;

(k)            acquiring

(including by merger, consolidation or acquisition of stock or assets) any interest in any Person, assets, Equity Securities or business

divisions in any Person, corporation, partnership, other business organization or any product line or division thereof or forming joint

ventures (in each case, including by way of a license of Intellectual Property), in one or more transactions;

(l)            assigning,

selling or otherwise transferring or disposing, whether by way of asset sale, stock sale, merger or otherwise, of any material assets,

Equity Securities or business divisions in any Person, corporation, partnership, other business organization or any product line or division

thereof, in one or more transactions, in each case, other than granting licenses in the ordinary course of business which have been approved

by the Board;

(m)            commencing

a voluntary Bankruptcy of the Company, or consenting to the entry of a decree or order for relief in an involuntary case, or otherwise

liquidating, dissolving or effecting a recapitalization or reorganization of the Company in any form in one or more transactions, or

appointing a liquidator in connection therewith;

(n)            authorizing,

approving, entering into or consummating a Company Sale or Initial Public Offering of Units (other than a WHP COC, which shall not be

subject to the approval of any holders (whether pursuant to this Section 7.6 or otherwise));

(o)            commencing,

compromising or settling any Action between the Company or any of its Subsidiaries, on the one hand, and any third party, on the other

hand, involving amounts in excess of $2,000,000, other than (i) any Actions regarding the License Agreement or the Purchase Agreement,

except with respect to any claims involving the WHP Holder or any of its Affiliates (other than the Company and its Subsidiaries), on

the one hand, and the Company or any of its Subsidiaries, on the other hand, and (ii) any Actions permitted pursuant to Section 7.6(p);

(p)            subject

to Section 7.9(b), and except for Actions permitted by clause (i) of Section 7.6(o), (i) commencing

or settling any Action relating to any Company IP or any other Action of the Company or its Subsidiaries involving amounts in excess

of $1,000,000 or (ii) other than solely with respect to uses of Company IP outside of the Territory (as defined in the License Agreement),

entering into any consent-to-use, co-existence or other similar agreement with respect to any Company IP, in each case of the foregoing

clauses (i) and (ii), outside the ordinary course of business (provided, that any consent of the Polaris Holder or

the WHP Holder required by this Section 7.6(p) shall not be unreasonably withheld, conditioned or delayed);

(q)            making

any loans or advances to any Person in excess of $500,000, individually or in the aggregate;

(r)            listing

any Units or Equity Securities of any of the Company’s Subsidiaries on any national securities or similar exchange;

(s)            forming

any Subsidiary of the Company;

(t)            changing

the auditor of the Company;

(u)            entering

into, materially modifying or discontinuing, any lines of business of the Company and its Subsidiaries (it being understood that this

Section 7.6(u) shall not, in and of itself, restrict the entry into, or the amendment, modification or termination of,

any contract, agreement or arrangement with respect to business conducted within an existing line of business of the Company or its Subsidiaries);

(v)            making

any change in any method of financial accounting principles or practices, in each case, that would cause the Company to not be in compliance

with GAAP or applicable Law (it being understood that any financial accounting principles, practices or positions that comply with GAAP

shall not be restricted, by this Agreement or otherwise);

(w)            making

or committing to make any capital expenditures in excess of $500,000 in the aggregate in any fiscal year;

(x)            determining

not to, or failing to distribute all Excess Cash as of the end of each fiscal quarter to the Members in accordance with the first sentence

of Section 4.1; and

(y)            agreeing

to do any of the foregoing.

Section 7.7            Officers.

(a)            Subject

to the policies and guidelines adopted by the Board and the other restrictions set forth in this Agreement, the officers of the Company

(the “Officers”) shall manage, control and oversee the day-to-day business and affairs of the Company and shall perform

all other acts as are customary or incident to the management of such business and affairs, which will include the general and administrative

affairs of the Company and the operation and maintenance of the Company’s assets in accordance with Annual Budget, in each case,

in accordance with the terms of this Agreement and instructions of the Board. The initial Officers shall be (i) Yehuda Shmidman

as President, (ii) Ephraim Zinkin as Vice President and Secretary and (iii) Matthew Finigan as Vice President and Treasurer.

Thereafter, the Board may appoint such additional Officers, having such power and authority and performing such duties, as may be specified

from time to time by the Board. Such Officers have such power and authority to sign documents for and otherwise bind the Company as may

be authorized by the Board; provided, that no Officer shall take any action expressly reserved by this Agreement to the Members

or the Board, including those matters set forth in Section 7.6. Any Officer may be removed, with or without cause, at any

time by the Board in its sole discretion.

(b)            The

Board may, from time to time, in its sole discretion, delegate to any Person (including any Member or Officer) such authority and powers

to act on behalf of the Company as it shall deem advisable in its discretion, provided, that the Board may not delegate any action

expressly reserved to Members, including those matters set forth in Section 7.6. Any delegation pursuant to this paragraph

may be revoked at any time and for any reason or no reason by the Board in its sole discretion.

to the terms set forth in this Agreement, each Officer shall hold office until his or her successor shall be duly designated and qualified

or until his or her death or until he or she shall resign or shall have been removed by the Board. Any Officer may resign as such at

any time. Such resignation shall be made in a written notice to the Board and shall take effect at the time specified therein, or if

no time is specified, at the time of its receipt by the Board. The acceptance of a resignation shall not be necessary to make it effective,

unless expressly so provided in the resignation.

Section 7.8            FCPA

and Sanctions. The Company shall not, and shall not permit or authorize any Person to, (a) make any unlawful payment or give,

offer, promise, or authorize or agree to give, any money or thing of value, directly or indirectly, to any Person in violation of any

applicable laws related to corruption or bribery, including the U.S. Foreign Corrupt Practices Act of 1977 (the “Anti-Corruption

Laws”), (b) become a Sanctioned Person or engage in any dealings with any Sanctioned Person or any Person organized, resident,

or located in a country that is subject to comprehensive sanctions under Trade Controls, including Cuba, Iran, North Korea, Syria,

and the Crimea, so-called Donetsk, and so-called Luhansk regions of Ukraine, or (c) otherwise violate Trade Controls or Anti-Corruption

Laws.

Section 7.9            License

Agreement; Management Services Agreement.

(a)            Notwithstanding

anything contained herein to the contrary, following the Closing, the Company and its Subsidiaries shall perform all of their respective

obligations under and comply with the terms and conditions of the License Agreement. In no event shall any enforcement of rights by a

Person pursuant to this Section 7.9(a) be duplicative of any monetary remedies available to such Person under the License

Agreement.

(b)            Notwithstanding

anything to the contrary set forth in this Agreement, following the Effective Date, (i) for so long as the WHP Holder Percentage

is equal to or greater than fifteen percent (15%), the WHP Holder will have the right to exercise sole control over any of the Company’s

or its Subsidiaries’ decisions, actions or inactions with respect to the License Agreement and any matters contemplated thereby,

including any amendment or modification thereto or waiver thereunder (collectively, the “License Agreement Matters”),

and (ii) in furtherance of the foregoing, if the Board (excluding any Polaris Managers) determines in good faith that there is a

License Agreement Matter in which the Company or any of its Subsidiaries is adverse, directly or indirectly, to the Polaris Members and

any of its Affiliates (each, a “Conflicted Matter”), (A) the Board shall provide to the Polaris Holder a written

notice of the existence of such License Agreement Matter, (B) the Polaris Managers shall recuse themselves from any consideration,

vote or other action of the Board relating to such Conflicted Matter, and (C) the Board may take any action or inaction regarding

such Conflicted Matter without the presence or affirmative vote of any Polaris Managers.

anything to the contrary set forth in this Agreement, for so long as the Polaris Holder Percentage is equal to or greater than fifteen

percent (15%), the Polaris Holder will have the right to exercise sole control over any of the Company’s or its Subsidiaries’

rights or obligations under the Management Services Agreement except with respect to matters set forth on Exhibit H.

Section 7.10            Annual

Budget. The initial annual budget of the Company is attached hereto as Exhibit E (the “Initial Budget”).

The WHP Holder shall present to the Board, no later than thirty (30) days before the end of the time period set forth in the consolidated

annual budget for the then-current Fiscal Year, a reasonably detailed consolidated annual budget for the upcoming Fiscal Year, which

budget shall be subject to approval of the Board and provide for, with respect to the upcoming Fiscal Year, at least (x) an eighty-five

percent (85%) EBITDA Margin of the Company and (y) revenue growth of the Company estimated in good faith; provided that if

such budget does not satisfy clauses (x) and (y) above, then (a) such budget shall additionally be subject

to the written approval of the Polaris Holder and (b) if such written approval of the Polaris Holder is not obtained, then such

budget shall be calculated in accordance with the Continuing Budget pursuant to the following provisions of this Section 7.10.

If the total Fiscal-Year-to date expenses incurred in a given Fiscal Year have exceeded the then-current Annual Budget, then without

the prior written approval of the Polaris Holder, the Company shall not incur any additional expenses if the sum of such expenses and

all other expenses during the Fiscal Year applicable to such Annual Budget would exceed the amount of “total expenses” (taken

as a whole and not with respect to individual categories of expenses) set forth in the then-current Annual Budget for such Fiscal Year

by more than ten percent (10%) (provided that for the avoidance of doubt, (x) any tax obligations incurred and payable by

the Company, (y) any non-cash expenses related to depreciation, amortization, impairment, asset write downs, reserves or other expenses

recorded in accordance with GAAP but not involving a payment obligation by the Company (for the avoidance of doubt, in no case shall

non-cash equity compensation issued other than by the Company and for which the Company does not have any cash liability or obligation

be considered a non-cash expense hereunder), and (z) any cash expenses related to settlement of Actions or incurrence of indebtedness

permitted under Section 7.6 shall not be considered an expense for purposes of this sentence, and no prior written

approval shall be required to pay such obligations). Without the prior written approval of the Polaris Holder, the Company shall not

pay or offer to pay non-cash equity compensation to any employee, consultant or service provider of the Company or any of its Subsidiaries.

For purposes of the Annual Budget, any amounts payable under Exhibit J of the License Agreement shall be treated as a reduction

of revenue, without regard to whether such treatment is in accordance with GAAP. If the Board or the Polaris Holder, as applicable, does

not approve a proposed budget for a Fiscal Year within fifteen (15) Business Days following presentation by the WHP Holder, then the

Company shall operate on the prior Fiscal Year’s Annual Budget as adjusted by the greater of (i) any annual change in the

consumer price index (CPI-U) from the effective date of the then-current Annual Budget until the first day of such Fiscal Year and (ii) ten

percent (10%) (taking into account any costs and expenses in the then-current Annual Budget that are not applicable to such Fiscal Year

in dispute) and, unless the Board or the Polaris Holder, as applicable, subsequently agrees otherwise, such adjusted Annual Budget shall

be deemed to be the Annual Budget for the Fiscal Year in dispute (as adjusted, a “Continuing Budget”); provided

that the Board or the Polaris Holder, as applicable, shall continue to meet in good faith on a weekly basis to resolve any such disagreements

until such time as an Annual Budget for such Fiscal Year is approved, at which time the Continuing Budget shall be replaced with the

newly approved Annual Budget. The budget for any Fiscal Year, including the Initial Budget, and the budget for any future Fiscal Year

(including any Continuing Budget, if applicable), as so approved, is referred to as the “Annual Budget.” Notwithstanding

anything to the contrary set forth in this Section 7.10, in the event of a Governance Flip or a Subsequent Governance Flip,

for so long as the number of Polaris Manager Votes is greater than the number of WHP Manager Votes, the Polaris Holder, rather than the

WHP Holder, shall prepare and present each proposed budget for approval by the Board, and (x) references to the WHP Holder in this

Section 7.10 shall be deemed to be replaced with the Polaris Holder, and (y) references to the Polaris Holder in this

Section 7.10 shall be deemed to be replaced with the WHP Holder. In no event shall any of the WHP Member’s or the Polaris

Members’ rights under this Section 7.10 survive a Transfer pursuant to clause (a)(ii) or (b)(ii),

as applicable, of the definition of “Permitted Transferee.” Notwithstanding anything to the contrary in this Agreement, (1) neither

WHP Topco nor the WHP Holder may charge, expense, allocate or otherwise pass-through to the Company or any of its Subsidiaries any payment

obligation with respect to (x) the salaries or benefits or any other compensation of any Persons who are employees or full-time

or exclusive service providers of WHP Topco or the WHP Holder or any of their respective Affiliates (other than the Company or any of

its Subsidiaries) or (y) any costs for the types of services contemplated under the Management Services Agreement and (2) any

expenses incurred by the Company shall be incurred on behalf of and shall be directly attributable to the Company; provided that

the foregoing shall not restrict the Company or any of its Subsidiaries from reimbursing (A) WHP Topco, the WHP Holder or any of

their respective Affiliates for direct expenses paid on behalf of or for the exclusive benefit of the Company or any of its Subsidiaries

or (B) employees or full-time or exclusive service providers of WHP Topco, the WHP Holder or any of their respective Affiliates

for any travel and entertainment expenses directly related to the businesses of the Company or any of its Subsidiaries, in each case

of the foregoing clauses (A) and (B), to the extent such expenses are (x) in accordance with the Annual Budget,

(y) incurred in good faith and (z) supported by documentation delivered to the Polaris Holder upon the reasonable request of

the Polaris Holder.

Article VIII

TAX MATTERS

Section 8.1            Designation

of the Partnership Representative. The WHP Holder shall be the “partnership representative” for purposes of Code Section 6223(a),

as amended by the Partnership Tax Audit Rules, and any analogous provision of state or local tax law (such Person, including, as the

context requires, any “designated individual” through whom such Person is permitted by applicable Law to act, the “Partnership

Representative”), and shall have all the rights, duties, powers and obligations provided for in Code Sections 6221 through

6234 and the Partnership Tax Audit Rules and other applicable Laws, as applicable; provided, that the WHP Holder is hereby

authorized to (i) designate any other Person selected by the WHP Holder as the Partnership Representative (provided, that

the Polaris Holder’s prior written consent, not to be unreasonably withheld, conditioned or delayed, shall be required to designate

a Person other than the WHP Holder (or an Affiliate or employee thereof) as the Partnership Representative) and (ii) take, or cause

the Company to take, such other actions as may be necessary or advisable pursuant to the Regulations or other guidance or state or local

law to ratify the designations, pursuant to this Section 8.1, of the WHP Holder (or any Person selected by the WHP Holder

pursuant to this Section 8.1) as the Partnership Representative; provided, further, that, in the event of the

Governance Flip or a Subsequent Governance Flip, for so long as the number of Polaris Manager Votes is greater than the number of WHP

Manager Votes, (x) if the Governance Flip or such Subsequent Governance Flip occurs in the first 183 days of the Fiscal Year, beginning

with such Fiscal Year that includes the Governance Flip or such Subsequent Governance Flip or (y) if the Governance Flip or such

Subsequent Governance Flip occurs at any other time, beginning with the first Fiscal Year that begins after the Governance Flip or such

Subsequent Governance Flip, the Polaris Holder shall be the Partnership Representative and the provisions of this Section 8.1

applying to the WHP Holder shall apply to the Polaris Holder, mutatis mutandis. Each Member and Manager hereby expressly consents

to such designations and agrees to take such other actions as may be necessary or advisable pursuant to the Regulations, other guidance

or state or local law to cause such designations or evidence such Person’s consent to such designations.

Section 8.2            Preparation

of Tax Returns. The Partnership Representative shall use commercially reasonable efforts to arrange for the preparation and timely

filing of all returns required to be filed by the Company and shall provide Schedule K-1s, or the equivalent thereof, and any other information

reasonably required for the Members to file their income tax returns, including: (i) no later than February 7 after the end

of the relevant Fiscal Year, an estimated Schedule K-1, (ii) no later than August 15 after the end of such year, a final Schedule

K-1 and a draft IRS Form 1065 and (iii) within thirty (30) days after an applicable tax return due date, taking into account

any valid extensions thereof, copies of all federal, state, or local income tax returns or reports filed by the Company for such Fiscal

Year as may be required as a result of the operations of the Company. The Partnership Representative shall consider in good faith any

comments received from the Polaris Holder (or if such Partnership Representative is the Polaris Holder, the WHP Holder) regarding the

draft Form 1065 and Schedule K-1 prior to filing the Company’s final IRS Form 1065. Each Member will upon request supply

to the Partnership Representative all pertinent information in its possession relating to the operations of the Company necessary to

enable the Company’s returns to be prepared and filed and to otherwise comply with applicable tax and other law; provided,

that any information relating to the business, financial structure, financial position or financial results, clients or affairs of the

Company or any of its Subsidiaries that shall not be generally known to the public shall be subject to Section 11.1(c) of

this Agreement. Each Member agrees that it shall take no position on its tax returns inconsistent with the positions taken on the Company’s

tax returns unless required by a determination with the meaning of Section 1313(a) of the Code (or any similar provision of

state, local or non-U.S. Law).

Section 8.3            Tax

Election. The Partnership Representative shall determine, in its reasonable discretion, exercised subject to the terms of this Agreement

(including Section 7.6), whether to make or revoke any available election pursuant to the Code. Each Member will upon request

use commercially reasonable efforts to supply promptly any requested information reasonably necessary to give proper effect to such election.

Notwithstanding anything to the contrary in this Agreement, (a) no entity classification election to treat the Company as other

than a partnership for U.S. federal, state or local tax purposes shall be filed by or with respect to the Company, and (b) unless

otherwise required by a change in applicable Law, no election shall be made to pay a U.S. state or local “pass-through entity tax”

or similar tax by or with respect to the Company or any Subsidiary thereof, in each case, without the prior written consent of each of

the WHP Holder and the Polaris Holder.

Section 8.4            Tax

Controversies. The Partnership Representative 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 resulting administrative and judicial

proceedings, and to expend Company funds for professional services reasonably incurred in connection therewith. Each Member agrees to

cooperate reasonably with the Company and to do or refrain from doing any or all things reasonably requested by the Company with respect

to the conduct of any examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial

proceedings. The Partnership Representative shall keep the Members reasonably informed of the progress of any tax examinations, audits

or other proceedings, and shall provide the Members with copies of any written correspondence to and from the relevant tax authority

in connection therewith on a full and timely basis. Notwithstanding the foregoing, the Polaris Holder (or, if the Polaris Holder is the

Partnership Representative, the WHP Holder) shall have the right to participate, at its own expense and through representation of its

choice, in any such examination, audit or proceeding, including through attending any meetings or proceedings with tax authorities, joining

in preparation of defense in any such examination, audit or proceeding, and reviewing and commenting on any documents prior to submission

in connection with the foregoing. Without limiting the rights set forth in Section 7.6, the Partnership Representative shall

not settle or concede any such examination, audit or proceeding without the prior written consent of the Members (not to be unreasonably

withheld, conditioned or delayed), to the extent relating to U.S. federal income tax matters or if such settlement or concession would

reasonably be expected to affect the income tax liability of one or more Members. Notwithstanding anything herein to the contrary, to

the extent there is any conflict between the provisions in this Agreement relating to the conduct of tax audits and tax proceedings,

on the one hand, and Section 9.4(e) of the Purchase Agreement, on the other hand, Section 9.4(e) of the Purchase

Agreement shall control.

Section 8.5            Section 754

Election. In the event that the Company does not have an election in effect under Section 754 of the Code with respect to any

Fiscal Year during which the Polaris Holder or the WHP Holder Transfers Units, then, at the written request of the Polaris Holder or

the WHP Holder, the Partnership Representative shall cause the Company to make an election under Section 754 of the Code and any

similar provision of any state or local income tax Law.

Section 8.6            Push-Out

Election. If an audit results in an imputed underpayment by the Company as determined under Section 6225 of the Code, the Partnership

Representative may (notwithstanding Section 7.6) make the election under Section 6226(a) of the Code in the manner

provided by the Internal Revenue Service (“IRS”) within forty-five (45) days after the date of the notice of final

partnership adjustment, provided, that the Polaris Holder or, if the Polaris Holder is the Partnership Representative, the WHP

Holder provides its prior written consent (not to be unreasonably withheld, conditioned or delayed); provided, further,

that the WHP Holder shall have the right to make an election under Section 6226(a) of the Code with respect to any imputed

underpayment for any taxable period (or portion thereof) ending on or prior to the Effective Date. If such an election is made, the Partnership

Representative shall cause the Company to furnish to each Member of record for the year under audit within the time specified in the

Code and the Regulations a statement reflecting the Member’s share of the adjusted items as determined in the notice of final partnership

adjustment, and each such Member of record shall take such adjustment into account as required under Section 6226(b) of the

Code and shall be liable for any related interest, penalty, addition to tax, or additional amount. The Partnership Representative shall

also cause the Company to file such statements with the IRS as required by the Code and the Regulations. If the Partnership Representative

does not make the election under Section 6226(a) of the Code, it shall use reasonable best efforts to (a) take into account

the Member’s tax status to reduce any proposed “imputed underpayment” amount and (b) allocate the economic benefit

of such reduction to the applicable Members.

Section 8.7            Fiscal

Year. The fiscal year of the Company (the “Fiscal Year”) shall end on December 31 of each calendar year unless

otherwise determined by the Board in accordance with Section 706 of the Code and in compliance with Section 7.6.

Section 8.8            Intended

Tax Treatment. Anything in Section 8.2 or Section 8.4 hereof to the contrary notwithstanding, neither the

Company nor any of its Members shall take any position on any tax return or in any tax proceeding inconsistent with the Intended Tax

Treatment (as such term is defined in Section 6.6(e) of the Purchase Agreement and Section 4.C(iii) of the License

Agreement), except to the extent otherwise required by a determination within the meaning of Section 1313(a) of the Code (or

any similar provision of state, local or foreign law).

Article IX

TRANSFER OF EQUITY SECURITIES

Section 9.1            Restrictions

on Transfers.

(a)            Except

as otherwise provided in this Article IX, no Member may Transfer any Units without the prior written consent of the other

Members. No Transfer or attempt to Transfer any Units in violation of the preceding sentence shall be effective or valid for any purpose.

No Transfer of Units shall be effective or valid hereunder if such Transfer constitutes a Prohibited Transfer. In addition, no Transfer

shall be effective or valid hereunder unless the transferee is at such time a party to this Agreement or has previously executed and

delivered to the Company a joinder in accordance with Section 9.2.

(b)            Notwithstanding

Section 9.1(a) (other than the third and fourth sentences thereof), a Transfer of Units by any Member may be effectively

and validly made by such Member if such Transfer is to a Permitted Transferee or made in accordance with Section 9.5, Section 9.6,

Section 9.8, Section 9.9, Section 9.10 or Section 9.11.

respect to any transfer of Units made pursuant to Section 9.9 or, in the event of a Qualifying WHP COC or Qualifying Asset

Sale where the WHP Sale Consideration is expected to be received in a tax-deferred transaction, Section 9.10 or Section 9.11,

respectively, the Polaris Holder and the WHP Holder shall use reasonable best efforts to structure such transfer as a tax-deferred transaction

for U.S. federal and applicable state and local income tax purposes.

(d)            Notwithstanding

anything to the contrary herein, (i) from and after the thirty-six (36)-month anniversary of the Effective Date but subject to prior

compliance with Section 9.5 and Section 9.6, the Polaris Holder and the WHP Holder may Transfer its respective

Units without the prior written consent of the other Members, and (ii) from and after the consummation of a WHP COC which does not

constitute a Qualifying WHP COC, but subject to prior compliance with Section 9.5, the Polaris Holder may Transfer its Units

to the third party purchaser in such WHP COC without the prior written consent of the other Members.

(e)            No

Member shall avoid the provisions of this Agreement by (x) making one or more Transfers to one or more Permitted Transferees and

then disposing of all or any portion of such Person’s interest in any such Permitted Transferee, or (y) issuing or permitting

any Transfer of any Equity Securities of or interests in such Member (excluding issuances or Transfers of Equity Securities in WHP Topco

or Polaris) other than to the current direct and indirect holders of such Equity Securities. Any Transfer or attempted Transfer in violation

of this Section 9.1(e) shall be void. Subject to Section 9.10, the preceding sentences shall not apply to

any indirect transfers of Equity Securities in WHP Topco or Polaris that is caused by a “secondary sale” of limited partnership

interests (or similar interests) by investment funds holding Equity Securities in WHP Topco or Polaris, as applicable.

Section 9.2            Joinder.

Each Person to whom any Unit is Transferred in accordance with the provisions of this Agreement (including this Article IX)

shall agree in writing to be bound by the provisions of this Agreement as a holder of such Units by execution of a Joinder Agreement.

Upon compliance with this Section 9.2 and entry into such Joinder Agreement, such Person shall be admitted as an Additional

Member entitled to all the rights of a Member with respect to such Unit, and the Schedule of Units, Members and Contributions

attached hereto shall be amended to reflect the name, address and Units of such Additional Member.

Section 9.3            Effect

of Transfer. Following a Transfer of any Unit that is permitted under this Article IX, the Transferee of such Unit shall

be treated as having made all of the Capital Contributions in respect of, and received all of the allocations and Distributions received

in respect of, such Unit, and shall receive allocations and Distributions under Article IV and Article X in respect

of such Unit as if such Transferee were a Member. Any Member that Transfers any Units shall cease to be a Member with respect to such

Units and shall no longer have any rights or privileges under this Agreement with respect to such Units.

Section 9.4            Transfer

Fees and Expenses; Closing Date of Transfers; Effect of Death or Incapacity.

(a)            Other

than any Transfer pursuant to Section 9.2, the Transferor and Transferee of any Units shall be jointly and severally obligated

to reimburse the Company for all reasonable and documented expenses (including attorneys’ fees and expenses) incurred by or on

behalf of the Company in connection with any Transfer or proposed Transfer, whether or not consummated.

(b)            Any

Transfer and any related admission of a Person as a Member in compliance with this Article IX shall be deemed effective on

such date that the Transferee complies with the requirements of this Agreement.

as otherwise provided herein, the death or incapacity of a Member shall not wind up, dissolve or terminate the Company. In the event

of such death or incapacity, the executor, administrator, guardian, trustee or other personal representative of the deceased or incapacitated

Member shall be deemed to be the assignee of such Member’s Economic Interest only and may, subject to the terms and conditions

set forth in Section 9.2, become an Additional Member.

Section 9.5            Purchase

Offer.

(a)            From

and after the thirty-six (36)-month anniversary of the Effective Date, prior to any Transfer pursuant to Section 9.1(d) by

any Member (such transferring Member, the “Transferring Member”) of any of Units in the Company to any Person (other

than the Company) in one transaction or a series of related transactions, the Transferring Member shall deliver to any other Member that

has a Holder Percentage of at least twenty percent (20%) (any such Member, the “Other Member”) written notice of such

proposed Transfer (the “Sale Notice”), which shall state the total number of Units proposed to be Transferred (the

“Transfer Securities”), including the number of each class of Units proposed to be Transferred. The Other Member may,

within ten (10) Business Days of receipt of the Sale Notice (the “Purchase Offer Period”), deliver to the Transferring

Member a Purchase Offer Notice, constituting an offer to purchase all, but not less than all, of the Transfer Securities. For the purposes

hereof, a “Purchase Offer Notice” shall mean a written notice which (i) states the purchase price that the Other

Member is offering to pay for the Transfer Securities and (ii) includes an acquisition agreement signed by the Other Member and

containing the terms upon which the Other Member is willing to purchase the Transfer Securities (which terms shall not include any conditions

to closing, other than required governmental approvals, if any). Any Purchase Offer Notice shall constitute an irrevocable binding offer

by the Other Member to purchase the Transfer Securities at the price and on the terms set forth therein for a period of forty (40) Business

Days following the date thereof (such offer, the “Purchase Offer”).

(b)            If

the Other Member delivers a Purchase Offer Notice in accordance with Section 9.5(a), the Transferring Member may, in its

sole discretion, accept the Purchase Offer by delivering written notice of such acceptance to the Other Member, together with a countersigned

copy of the definitive acquisition agreement, within twenty (20) Business Days following the date of the Purchase Offer Notice. If a

Purchase Offer is accepted, the transactions contemplated by such Purchase Offer shall be consummated on the date set forth in the notice

of acceptance of such Purchase Offer, which date shall be no sooner than five (5), nor later than twenty (20), Business Days (as may

be extended to satisfy governmental approvals or any other approvals necessary for the Transferring Member to consummate such Purchase

Offer) after acceptance of such Purchase Offer. In the event that the Other Member delivers a Purchase Offer Notice in accordance with

Section 9.5(a), and the Transferring Member elects, in its sole discretion, not to accept the Purchase Offer, then the Transferring

Member may Transfer all, but not less than all, of the Transfer Securities at a price per Unit higher than, and on other terms and conditions

not materially less favorable to the Transferring Member, taken as a whole, than those set forth in the Purchase Offer Notice, but subject

to compliance with Section 9.6, within one-hundred eighty (180) days following the expiration of the Purchase Offer Period.

the Other Member fails to deliver a Purchase Offer Notice in accordance with Section 9.5(a) prior to the expiration

of the Purchase Offer Period, (i) the Other Member shall be deemed to have waived any and all of its rights under this Section 9.5

in respect of the Transfer Securities described in the Sale Notice, and (ii) the Transferring Member may Transfer all, but not less

than all, of the Transfer Securities, but subject to compliance with Section 9.6, within one-hundred eighty (180) days following

the expiration of the Purchase Offer Period.

(d)            The

rights and obligations under this Section 9.5 will terminate immediately prior to the consummation of any Initial Public

Offering of Units or Equity Securities of any of the Company’s Subsidiaries or a Company Sale.

Section 9.6            Tag-Along

Rights.

(a)            From

and after the thirty-six (36) month anniversary of the Effective Date, subject to prior compliance with Section 9.5, any

Transfer pursuant to Section 9.1(d) by any Transferring Member of any of Units in the Company to any Person (other than

the Company) in one transaction or a series of related transactions shall be subject to a right of the Other Member to include in such

Transfer up to a pro rata portion of such Other Member’s Units, determined as set forth in Section 9.6(d), on

the same terms and conditions as such Transferring Member.

(b)            Any

Member that proposes to Transfer Units in a manner that is subject to this Section 9.6 shall be a “Selling Member”

for purposes of this Section 9.6; any Member or Members that are entitled to participate in any such Transfer pursuant to

this Section 9.6 shall be a “Tag-Along Member” for purposes of this Section 9.6; the right

of any Tag-Along Member to participate in any such Transfer pursuant to this Section 9.6 shall be a “Tag-Along Right”

for purposes of this Agreement; and any proposed purchaser of Units in a Transfer subject to a Tag-Along Right shall be a “Tag

Buyer” for purposes of this Section 9.6. If any Selling Member proposes a Transfer of Units subject to a Tag-Along

Right (a “Proposed Tag-Along Transfer”), such Selling Member shall (i) obtain a bona fide written offer

(the “Tag-Along Offer”) from the Tag Buyer for the purchase of such Units, and (ii) provide written notice of

such Proposed Tag-Along Transfer (the “Tag-Along Notice”) to the Company and the Tag-Along Members, which notice shall

state (A) the total number of Units proposed to be Transferred in the Proposed Tag-Along Transfer, including the number of each

class of Units proposed to be Transferred, (B) the purchase price per Unit to be paid by the Tag Buyer of such Units, including

form of consideration, (C) the identity of the Tag Buyer, (D) the intended date of such Proposed Tag-Along Transfer and (E) all

other material terms and conditions of the Proposed Tag-Along Transfer and the number of Units that each Tag-Along Member may sell to

the Tag Buyer assuming for purposes of such calculation that each Tag-Along Member exercises his, her or its Tag-Along Right in full.

The Company shall promptly (no later than five (5) days following the receipt of such Tag-Along Notice) provide copies of such Tag-Along

Notice to all Tag-Along Members.

Tag-Along Member with respect to such Proposed Tag-Along Transfer may exercise its Tag-Along Right by providing written notice of such

exercise, specifying the number of Units to be Transferred by such Member (such notice, the “Tag Participation Notice”),

to the Selling Member and the Company within ten (10) days after receipt of the Tag-Along Notice (the “Tag-Along Notice

Period” and any such applicable Member who elects to exercise the Tag-Along Right, a “Tag-Along Participating Member”).

If a Tag-Along Member does not provide the Tag Participation Notice within the Tag-Along Notice Period, then such Tag-Along Member shall

be deemed to have rejected the offer made pursuant to the Tag-Along Notice and declined to exercise its Tag-Along Rights under this Section 9.6.

(d)            Each

Tag-Along Participating Member may include in the Proposed Tag-Along Transfer up to a number of Units equal to the product obtained by

multiplying (i) the aggregate number of Units subject to the Proposed Tag-Along Transfer by (ii) a fraction,

(x) the numerator of which is the number of Units owned by such Tag-Along Participating Member immediately before consummation of

the Proposed Tag-Along Transfer and (y) the denominator of which is (A) the total number of Units owned, in the aggregate,

by all Tag-Along Participating Members immediately prior to the consummation of the Proposed Tag-Along Transfer, plus (B) the

total number of Units owned, in the aggregate, by the Selling Member. To the extent one (1) or more Tag-Along Participating Members

exercise such right of participation in accordance with the terms and conditions set forth herein, the number of Units that the Selling

Member may sell in the Proposed Tag-Along Transfer shall be correspondingly reduced. Within five (5) Business Days after the end

of the Tag-Along Notice Period, the Selling Member shall notify each Tag-Along Participating Member of the number of Units held by such

Tag-Along Participating Member that will be included in the Proposed Tag-Along Transfer and also how many Units held by the Selling Member

that will be included in the Proposed Tag-Along Transfer.

(e)            The

Tag-Along Participating Members agree that the terms and conditions of any Proposed Tag-Along Transfer in accordance with this Section 9.6

will be memorialized in, and governed by, a written purchase and sale agreement among the Selling Member, the Tag-Along Participating

Members and the proposed purchaser (the “Purchase and Sale Agreement”) with customary terms and provisions for such

a transaction, and the Tag-Along Participating Members further covenant and agree to enter into such Purchase and Sale Agreement as a

condition precedent to any Transfer in accordance with this Section 9.6; provided that the Selling Member and the

Tag-Along Participating Members shall be treated identically on a per Unit basis and any indemnification obligations in a sale of Units

by a Tag-Along Participating Member shall be several and not joint.

(f)            The

Tag Buyer shall have thirty (30) days, commencing on the day following the expiration of the Tag-Along Notice Period, in which to purchase

from the Selling Member and the Tag-Along Participating Member(s), the number of Units determined pursuant to this Section 9.6;

provided, that if there are any regulatory conditions to consummate such purchase from the Selling Members that are not satisfied

during such thirty (30)-day period, then the Selling Member and the Tag Buyer may agree to extend such date for an additional thirty

(30) days. The terms and conditions of such sale, including price and form of consideration, shall be as set forth in the Tag-Along Notice,

and the timing of such sale of all Units shall be contemporaneously. If, at the end of such thirty (30)-day period (as such period may

be extended pursuant to the prior sentence), the Tag Buyer has not completed the purchase of all the Units proposed to be sold, then

this Section 9.6 shall continue to be in effect with respect to all such Units as if no Tag-Along Notice had been given with

respect thereto.

(g)            The

rights and obligations under this Section 9.6 will terminate immediately prior to the consummation of any Initial Public

Offering of Units or Equity Securities of any of the Company’s Subsidiaries or a Company Sale.

Section 9.7            Preemptive

Rights.

(a)            Subject

to Section 3.1(c), Section 7.6 and Section 9.1, and except for issuances of Excluded Securities,

if the Company or any of its Subsidiaries proposes to issue or sell (i) any Units or any Equity Securities of any of its Subsidiaries

to any Person or (ii) any debt securities of the Company or any of its Subsidiaries to any Member (such securities described in

the foregoing clauses (i) and (ii), collectively, “Preemptive Securities”), then the Company will,

or will cause its applicable Subsidiary to, offer to issue to each Member that has a Holder Percentage of at least five percent (5%)

(collectively, subject to the last sentence of Section 9.7(b), the “Eligible Members”), such Eligible

Member’s Holder Percentage of such Preemptive Securities proposed to be so issued by delivering a written notice (a “Preemptive

Rights Notice”) to each such Eligible Member describing in reasonable detail the Preemptive Securities being offered, the per

security purchase price thereof, the other terms and conditions of the issuance, and such Eligible Member’s Holder Percentage.

(b)            Each

Eligible Member may elect to purchase up to its Holder Percentage of the Preemptive Securities described in a Preemptive Rights Notice,

by delivering a written notice (a “Preemptive Election Notice”) to the Company within fifteen (15) Business Days (or,

in the case of an issuance pursuant to the second sentence of Section 7.6(c), if the Board determines in good faith that

it is impracticable or inadvisable to wait fifteen (15) Business Days, then five (5) Business Days) after issuance of such Preemptive

Rights Notice (the “Preemptive Election Period”). Each Preemptive Election Notice will set forth the number of Preemptive

Securities such Eligible Member has elected to purchase (which may be less than or equal to its Holder Percentage of the applicable Preemptive

Securities proposed to be issued), together with an unconditional commitment to participate at the per security purchase price and on

the other terms and conditions specified in the applicable Preemptive Rights Notice (subject to compliance with the provisions of this

Section 9.7). Each Eligible Member that does not deliver a Preemptive Election Notice to the Company prior to the expiration

of the applicable Preemptive Election Period will be deemed to have irrevocably waived any and all of its rights under this Section 9.7

in respect of the issuance of Preemptive Securities described in the applicable Preemptive Rights Notice. Notwithstanding anything to

the contrary contained herein, the Company and its Subsidiaries will not have any obligation to issue Preemptive Securities or to offer

to issue any Preemptive Securities under this Section 9.7 to any Person that is not an “accredited investor”

as such term is defined in Regulation D under the Securities Act, and no such Person will constitute an “Eligible Member”

for purposes of this Agreement.

Eligible Member that has timely and duly elected to purchase the Preemptive Securities in its Preemptive Election Notice (a “Participating

Member”) will be entitled to purchase the Preemptive Securities, subject to the conditions set forth in the Preemptive Rights

Notice. For the avoidance of doubt, if a condition to the purchase of any Preemptive Securities of a specified type, class or series

is the concurrent purchase of Preemptive Securities of another type, class or series, then each Eligible Member electing to purchase

such Preemptive Securities will also be required to purchase, in connection with its exercise of preemptive rights hereunder, such Preemptive

Securities of the other type, class and series (at the per security price and on the other terms and conditions specified therefor in

the Preemptive Rights Notice). Each Participating Member will consummate the purchase of the Preemptive Securities at the time and place

specified in the applicable Preemptive Rights Notice. Each Participating Member will execute agreements in the form presented to such

holder by the Company or its applicable Subsidiary, so long as such agreements are substantially the same as those to be executed by

all other Participating Members purchasing Preemptive Securities described in the Preemptive Rights Notice and reflect the per security

price and other terms and conditions set forth in the Preemptive Rights Notice. The purchase price for all Preemptive Securities offered

to each Participating Member will be payable in cash by wire transfer of immediately available funds to an account designated by the

Company or its applicable Subsidiary. The Company and the Members shall cooperate in good faith to facilitate the exercise of each Member’s

rights pursuant to this Section 9.7 and shall not take any action to structure issuances in a manner that is intended to

circumvent or impair the exercise of each Eligible Member’s rights pursuant to this Section 9.7.

(d)            The

preemptive rights and obligations under this Section 9.7 will terminate immediately prior to the consummation of any Initial

Public Offering of Units or a Company Sale.

Section 9.8            Drag

Right.

(a)            From

and after the thirty-six (36) month anniversary of the Effective Date, if (w) the Polaris Holder or the WHP Holder receives a bona

fide written proposal from a third party purchaser for a Company Sale in which 100% of the consideration is payable solely in cash

and/or marketable securities (a “Company Sale Proposal” and such Polaris Holder or the WHP Holder, the “Initiating

Holder”), (x) the Drag Ownership Condition is satisfied, (y) the Return on Investment Condition is satisfied, and

(z) the Company Sale Proposal provides for a Company Drag Enterprise Value that would result in a Drag Multiple (calculated as of

the date of receipt of the Company Sale Proposal Notice), equal to or greater than ten (10) (clauses (w), (x), (y) and

(z), collectively, the “Drag Right Conditions”), then the WHP Holder or the Polaris Holder, as applicable,

may provide written notice of the Company Sale Proposal (the “Company Sale Proposal Notice”) to the Company and to

the other such holder (such other holder, the “Receiving Holder”) and each other Member, which Company Sale Proposal

Notice shall include good faith calculations of the foregoing information, including reasonably detailed supporting information.

(b)            The

Company Sale Proposal Notice shall include (i) the name of the third party purchaser who made such Company Sale Proposal, (ii) the

aggregate consideration proposed to be paid by such third party purchaser in respect of such Company Sale (the “Company Sale

Consideration”) and the purchase price per Unit implied by such Company Sale Consideration, and (iii) all other material

terms and conditions of such Company Sale Proposal. From and after the delivery of the Company Sale Proposal Notice, the Initiating Holder

shall, during normal business hours and upon reasonable prior notice, provide to the Receiving Holder such information or materials or

other access to the Initiating Holder as reasonably requested by the Receiving Holder. If the Receiving Holder disputes in good faith

any of the calculations made by the Initiating Holder in the Company Sale Proposal Notice, then the Receiving Holder may, within ten

(10) days after receiving such calculations from the Initiating Holder, notify the Initiating Holder in writing of such disagreement

through a dispute notice in accordance with Section 9.8(i) and such dispute shall be resolved pursuant to Section 9.8(i).

twenty (20) Business Days following delivery of the Initiating Holder’s Company Sale Proposal Notice, the Receiving Holder shall

deliver written notice (the “Drag Notice”) to the Company and the other Members in which such Receiving Holder irrevocably

agrees to either, at its option (but subject to the proviso in the first sentence of Section 9.12(c)), (i) vote in favor

of, consent to and raise no objections against such Company Sale, and cause the Receiving Holder’s Managers, to vote in favor of,

consent to and raise no objections against, such Company Sale (clause (i), the “Drag Election”), or (ii) purchase

all of the Units held by all of the other Members (including the Initiating Holder but excluding, for the avoidance of doubt, the Receiving

Holder) for an aggregate amount of consideration equal to (A) the Company Drag Equity Value multiplied by (B) the Holder

Percentage of such other Members (clause (ii), the “ROFO Election”) (such Members, collectively, the “ROFO

Dragged Members,” such purchase, the “ROFO,” and such aggregate amount of consideration, the “ROFO

Consideration”).

(d)            If

the Receiving Holder makes a Drag Election in accordance with Section 9.8(c), then:

(i)            each

Member shall vote for, consent to and raise no objections against the Company Sale and cause such Member’s Managers to vote for,

consent to and raise no objections against such Company Sale and, if the Company Sale is a sale of the Units, shall deliver, or cause

to be delivered, such Member’s Units to the third party purchaser in connection with the consummation of the Company Sale;

(ii)           the

Members, the Managers and the Company shall use their respective reasonable best efforts to consummate such Company Sale as expeditiously

as possible, and shall manage the process to effect such Company Sale in good faith and cooperate with the other Members to effect such

Company Sale, including if the Company Sale is a sale of the Units, by delivering such Member’s Units to the third party purchaser

in connection with the consummation of the Company Sale;

(iii)          each

Member shall be entitled to receive the same form of consideration and amount for each Unit in connection with the consummation of the

Company Sale, and each Member shall, in connection with the consummation of the Company Sale, be entitled to receive a pro rata

portion of the Company Sale Consideration (based on such Member’s Holder Percentage);

(iv)          subject

to the terms of Section 9.8(g), Section 9.12(b) and Section 9.12(f), each Member shall execute

the applicable purchase agreement or other agreements in connection with the Company Sale and shall take all actions as may be reasonably

necessary to consummate the Company Sale, including entering into agreements and delivering certificates and instruments, in each case,

consistent with the agreements being entered into and the certificates being delivered by the Initiating Holder (provided that

none of the Members shall be required to enter into any noncompete, non-solicit, no-hire or other restrictive covenant in connection

with such Company Sale); and

(v)          any

escrow of any proceeds in connection with such Company Sale shall be withheld on a pro rata basis among the Members.

(e)            If

the Receiving Holder makes a ROFO Election in accordance with Section 9.8(c) then:

(i)            the

ROFO Consideration shall be calculated in good faith by the Initiating Holder. In connection with the foregoing, the Initiating Holder

shall deliver reasonably detailed supporting information. If the Receiving Holder disputes in good faith the calculations of the ROFO

Consideration, then the Receiving Holder may, within ten (10) days of receiving the Initiating Holder’s calculations, notify

the Initiating Holder in writing of such disagreement through a dispute notice in accordance with Section 9.8(i), and such

dispute shall be resolved pursuant to Section 9.8(i);

(ii)           the

ROFO Consideration shall be denominated in cash; provided, that if (A) the WHP Holder is the Receiving Holder, (B) the

Receiving Holder makes a ROFO Election, (C) no Equity Securities of WHP Topco are listed on a national securities exchange as of

the date of the Drag Notice and (D) a WHP COC has not occurred prior to the delivery of a Drag Notice, then the WHP Holder may,

by providing written notice (the “ROFO Stock Consideration Notice”) to the Initiating Holder within five (5) Business

Days following delivery of the Drag Notice, elect to pay up to fifty percent (50%) of the ROFO Consideration in WHP Topco Units (such

amount to be paid in WHP Topco Units, the “ROFO Stock Consideration”) payable pro rata to all ROFO Dragged

Members based on their respective Holder Percentages with such aggregate number of WHP Topco Units payable, in the aggregate, to all

ROFO Dragged Members to be equal to the quotient calculated as (I) the ROFO Stock Consideration, divided by (II) the

Per Share FMV (calculated in accordance with Section 9.8(f));

(iii)          the

ROFO Dragged Members shall vote for, consent to and raise no objections against such ROFO and cause their respective Managers, as applicable,

to vote for, consent to and raise no objections against such ROFO, and, if such ROFO is a sale of the Units, shall deliver, or cause

to be delivered, such ROFO Dragged Member’s Units to the Receiving Holder in connection with the consummation of such ROFO;

(iv)          the

ROFO Dragged Members, the Managers and the Company shall use their respective reasonable best efforts to consummate such ROFO as expeditiously

as possible, and shall manage the process to effect such transactions in good faith and cooperate with the Receiving Holder to effect

such ROFO, including if the ROFO is a sale of the Units, by delivering such ROFO Dragged Member’s Units to the Receiving Holder

in connection with the consummation of such ROFO;

(v)           as

promptly as reasonably practicable following a ROFO Election, the Receiving Holder shall deliver to the other ROFO Dragged Members for

execution and delivery in connection with the closing of the ROFO: (i) if the WHP Holder, as the Receiving Holder, makes a ROFO

Election and elects to pay a portion of the ROFO Consideration in ROFO Stock Consideration pursuant to Section 9.8(e)(ii),

any exchange or similar agreement and any joinder agreement to the governing documents of WHP Topco (including the limited partnership

agreement, securityholders agreement and registration rights agreement), in each case, in form and substance reasonably satisfactory

to WHP Topco (but subject to Section 9.12(b) and Section 9.12(f)) and WHP Topco shall consider in good faith

any reasonable comments to such agreements provided by the ROFO Dragged Members, to consummate such ROFO; and (ii) such other documents

or instruments as may be necessary or appropriate to effect such ROFO as reasonably requested by ROFO Dragged Members;

(vi)          subject

to the terms of Section 9.8(g), Section 9.12(b) and Section 9.12(f), each ROFO Dragged Member

shall execute the applicable purchase agreement or other agreements in connection with the ROFO and shall take all actions as may be

reasonably necessary to consummate the ROFO, including entering into agreements and delivering certificates and instruments, in each

case, consistent with the agreements being entered into and the certificates being delivered by the Receiving Holder, as applicable;

(vii)          the

Receiving Holder shall consummate the ROFO no later than forty (40) Business Days of delivery of the Drag Notice (or longer, if the obtaining

of all requisite consents under applicable law so requires);

(viii)         subject

to the terms of Section 9.8(g), Section 9.12(b) and Section 9.12(f), if the WHP Holder, as the

Receiving Holder, makes a ROFO Election and elects to pay a portion of the ROFO Consideration in ROFO Stock Consideration pursuant to

Section 9.8(e)(ii), the ROFO Dragged Members shall deliver to the WHP Holder any joinder agreement to the governing documents

of WHP Topco (including the limited partnership agreement, securityholders agreement and registration rights agreement), in each case,

in form and substance reasonably satisfactory to WHP Topco; and

(ix)           from

and after the delivery of the Drag Notice, if the Receiving Holder makes a ROFO Election, then the Receiving Holder shall, during normal

business hours and upon reasonable prior notice, provide to the ROFO Dragged Members such information or materials or other access to

the Receiving Holder as reasonably requested by such ROFO Dragged Members.

(f)            In

connection with a ROFO pursuant to which the Receiving Holder has elected to pay with ROFO Stock Consideration, the Per Share FMV shall

be determined by the mutual agreement of the Initiating Holder and the Receiving Holder within thirty (30) days following delivery of

the ROFO Stock Consideration Notice. Notwithstanding the foregoing, if the Initiating Holder and the Receiving Holder are unable to agree

on the Per Share FMV within such thirty (30)-day period, then the Per Share FMV shall be determined as follows:

(i)            Each

of the Initiating Holder, on the one hand, and the Receiving Holder, on the other hand, shall, within fifteen (15) days of the conclusion

of such thirty (30)-day period, engage one Valuation Firm for purposes of determining Per Share FMV (with all fees and expenses of each

such Valuation Firm being borne by the Member that engaged such Valuation Firm), and direct each such Valuation Firm to determine Per

Share FMV in good faith in accordance with the definition thereof and deliver its calculation of Per Share FMV to the Members not later

than thirty (30) days from the date of such engagement.

(ii)           If

the difference between the larger value and the smaller value determined by the Valuation Firms in accordance with Section 9.8(f)(i) is

(A) less than ten percent (10%) of the smaller value, the Per Share FMV will be the arithmetic mean of the larger value and the

smaller value, or (B) ten percent (10%) or more of the smaller value, the two Valuation Firms will appoint, within fifteen (15)

days of the determination of the values by the two Valuation Firms, a third Valuation Firm (with all fees and expenses of such third

Valuation Firm being borne fifty percent (50%) by the Initiating Holder and fifty percent (50%) by the Receiving Holder) to determine

the Per Share FMV, and the Per Share FMV will be the arithmetic mean of the value determined by such third Valuation Firm (which such

determination will be made within thirty (30) days of its appointment) and the value determined by either of the first two Valuation

Firms that is closest to the value determined by such third Valuation Firm.

(iii)          The

Per Share FMV, as finally determined pursuant to this Section 9.8(f), shall be conclusive, final and binding on all Members

with respect to such ROFO.

(g)            Notwithstanding

anything to the contrary in this Section 9.8:

(i)            any

representations and warranties to be made by any ROFO Dragged Member in connection with the ROFO shall be limited to representations

and warranties related to such Person’s due organization, good standing, corporate power and authority, due approval, no conflicts

and title to ownership and the ability to convey title to the Units;

(ii)           any

indemnification obligations of the ROFO Dragged Members in connection with the ROFO shall only be several, and not joint and several,

and shall in each case be limited to a breach of the representations and warranties in Section 9.8(g)(i) and shall in

no event exceed the value of the consideration actually received by such ROFO Dragged Members in such ROFO; and

(iii)          any

indemnification obligations of the Members in connection with the Company Sale shall only be several, and not joint and several, and

shall in each case be limited to a breach of the representations and warranties made by such Member to the third party purchaser in connection

with such Company Sale; provided that the indemnification obligations of a Member in respect of a breach of its representations

and warranties (other than those representations and warranties related to such Person’s due organization, good standing, corporate

power and authority, due approval, no conflicts and title to ownership and the ability to convey title to the Units), shall not exceed

ten percent (10%) of the amount of consideration actually received by such Member in such Company Sale; provided, further,

that the indemnification obligations of a Member in respect of a breach of its representations and warranties shall not exceed the value

of the consideration actually received by such Member in such Company Sale.

(h)            The

rights and obligations under this Section 9.8 will terminate immediately prior to the consummation of any Initial Public

Offering of Units.

(i)            Drag

/ ROFO Dispute Resolution.

(i)            Any

dispute notice delivered pursuant to Section 9.8(b) or Section 9.8(e)(i) (but specifically excluding

any dispute with respect to the Per Share FMV, which shall be governed by Section 9.8(f)) (such notice, the “Dispute

Notice”) shall (A) specify in reasonable detail which aspects of the calculations are being disputed, (B) describe

the basis for such dispute and (C) to the extent practicable, given the information provided by the Initiating Holder or the Receiving

Holder, as applicable, provide the proposed correct amount of each such calculation. For the avoidance of doubt, if such Dispute Notice

is not timely delivered, the original calculations of the Initiating Holder, in the case of a Company Sale, or the original calculations

of the Receiving Holder, in the case of a ROFO, shall be conclusive, final and binding. If such Dispute Notice is timely delivered, then

during the seven (7)-day period following delivery of such Dispute Notice, the Polaris Holder and the WHP Holder shall discuss in good

faith to endeavor to resolve their disagreements over the disputed items set forth in the Dispute Notice.

(ii)           If

Polaris Holder and the WHP Holder resolve their disagreements over any of such disputed items during such seven (7)-day period in accordance

with the foregoing procedure, then the applicable calculation (as applicable) shall be revised to reflect such resolution, and such revised

calculation shall become final and binding. If the Polaris Holder and the WHP Holder fail to resolve all of their disagreements over

the disputed items within such seven (7)-day period, then, within three (3) days of the conclusion of such seven (7)-day period,

the Polaris Holder and the WHP Holder shall forthwith jointly engage a Valuation Firm to resolve any remaining disagreements in the Dispute

Notice.

(iii)          The

Polaris Holder and the WHP Holder shall instruct the Valuation Firm to render a final determination of such remaining disputed calculations

within twenty (20) days of its engagement. The Valuation Firm shall consider only those items and amounts

set forth on the Dispute Notice that are identified as being items and amounts as to which the Polaris Holder and the WHP Holder

have been unable to agree. The Valuation Firm’s determination of such remaining disagreements with

respect to such computations shall be based solely on written materials submitted by the Polaris Holder and the WHP Holder (i.e.,

not an independent review) and on the relevant definitions and provisions set forth in this Agreement, and the Valuation Firm shall act

as an expert and not as an arbitrator.

(iv)          Neither

the Polaris Holder nor the WHP Holder nor any of their respective Affiliates or representatives shall have any ex parte communications

with the Valuation Firm relating to resolution of any remaining disagreements in the Dispute Notice. The final determination of the Valuation

Firm of the items in the Dispute Notice that are identified as being items and amounts as to which the Polaris

Holder and the WHP Holder have been unable to agree shall be set forth in a written statement setting

forth in reasonable detail the basis of the Valuation Firm’s determination with respect to each disputed matter. The final determination

of the Valuation Firm with respect to such disputed items shall be final, conclusive and binding and shall not be subject to appeal or

further review, absent manifest error or fraud.

(v)           All

fees and expenses relating to the work, if any, to be performed by the Valuation Firm pursuant to this Section 9.8(i), shall

be borne equally by the Polaris Holder, on the one hand, and the WHP Holder, on the other hand.

(vi)          For

the avoidance of doubt, notwithstanding anything to the contrary in this Section 9.8(i), any dispute with respect to the

determination of the Per Share FMV shall be resolved pursuant to Section 9.8(f).

Section 9.9            IPO

Flip-Up Right.

(a)            IPO

Flip-Up Right. In connection with an Initial Public Offering of WHP Topco Units (an “IPO Event”), the IPO Flip-Up

Electing Holder shall have the right, but not the obligation (the “IPO Flip-Up Right”), to cause all (but not less

than all) of the Polaris Holder’s Units to be exchanged for WHP Topco Units as set forth in this Section 9.9 (the “IPO

Exchange”).

(b)            IPO

Event Notice; IPO Event Supplemental Notice.

(i)            WHP

Topco shall deliver to the Polaris Holder a written notice (the “IPO Event Notice”) of any proposed IPO Event at least

ninety (90) days prior to, if the IPO Event is an IPO or Direct Listing, the proposed launch date of such IPO Event or, if the IPO Event

is a De-SPAC, the expected closing date of such IPO Event, which shall (A) describe the IPO Event in reasonable detail, including

the proposed launch date or anticipated closing timeline, as applicable, (B) state the total number of all Units then held by the

Polaris Holder (the “Exchanging Company Units”) and (C) provide WHP Topco’s good faith calculation of (1) the

expected WHP Enterprise Value (including components thereof) for the twelve (12)-month period ending on the most recent date for which

financial statements are available as of such IPO Event Notice and based on a range of potential WHP IPO Share Prices provided by the

lead bookrunning managers if the IPO Event is an IPO or Direct Listing, (2) the WHP Topco EBITDA (including components thereof)

for the twelve (12)-month period ending on the most recent date for which financial statements are available as of the date of such IPO

Event Notice, (3) the expected Exchange Reference Multiple (based on the calculation of WHP Enterprise Value in the foregoing clause

(1) and WHP Topco EBITDA in the foregoing clause (2) and based on a range of potential WHP IPO Share Prices provided

by the lead bookrunning managers if the IPO Event is an IPO or Direct Listing) (the “Estimated Exchange Reference Multiple”),

and (4) the expected number of IPO WHP Units, calculated in accordance with Section 9.9(i). The IPO Event Notice shall

include reasonably detailed supporting information. From and after the delivery of the IPO Event Notice, WHP Topco and its Affiliates

shall provide to the Polaris Holder such information or materials or other access as reasonably requested by the Polaris Holder, in each

case as promptly as reasonably practicable after any such request by the Polaris Holder.

(ii)           WHP

Topco shall deliver to the Polaris Holder a supplemental written notice (the “IPO Event Supplemental Notice”) at least

sixty (60) days prior to, if the IPO Event is an IPO or Direct Listing, the proposed launch date of such IPO Event, or, if the IPO Event

is a De-SPAC, the expected closing date of such IPO Event, in either case as set forth in the IPO Event Notice, which IPO Event Supplemental

Notice shall provide an updated good faith calculation of all of the information set forth in IPO Event Notice (provided that

the calculation of WHP Enterprise Value and WHP Topco EBITDA (including components thereof, respectively) shall be based on the WHP Enterprise

Value and WHP Topco EBITDA (including components thereof, respectively), for the twelve (12)-month period ending on the most recent date

for which financial statements are available as of the date of such IPO Event Supplemental Notice and the calculation of the expected

Exchange Reference Multiple shall be based on such calculations of WHP Enterprise Value and WHP Topco EBITDA in the IPO Event Supplemental

Notice), together with reasonably detailed supporting information for such calculations. In connection with delivering the IPO Event

Supplemental Notice to the Polaris Members, an executive officer of WHP Topco shall deliver to the Polaris Members a certificate as to

the accuracy, as of the date of the IPO Event Supplemental Notice, of the calculations set forth in the IPO Event Supplemental Notice.

(iii)          If

the Polaris Holder disputes in good faith any of the calculations (or components thereto) set forth in the IPO Event Supplemental Notice,

then the Polaris Holder may, within ten (10) days of receiving the IPO Event Supplemental Notice notify the WHP Holder in writing

of such disagreement and the Polaris Holder and the WHP Holder shall discuss such disputed items in good faith for ten (10) days

with a view to mutually agreeing on any such calculations and resolving their disagreements over the disputed items.

(iv)          Following

the conclusion of the good faith discussion period, WHP Holder, may, no later than five (5) days after the conclusion of such good

faith discussion period, deliver to the Polaris Holder a revised IPO Event Supplemental Notice reflecting any resolution between the

parties of their disagreements over the disputed items, and an executive officer of WHP Topco shall deliver to the Polaris Members an

updated certificate as to the accuracy, as of such date, of the calculations set forth in such updated IPO Event Supplemental Notice.

If the Polaris Holder and the WHP Holder fail to resolve their differences over any of the disputed items

prior to the consummation of the applicable IPO Event, the calculations delivered by WHP

Topco (as revised pursuant to the immediately preceding sentence) shall be used, subject to Section 9.12(a) and

without a presumption of correctness or prejudice to the rights of the Polaris Holder.

Notice. After delivery of the IPO Event Notice, an IPO Flip-Up Electing Holder may exercise its IPO Flip-Up Right by delivering an

irrevocable written notice (an “Exchange Notice”) to (x) the Company, (y) WHP Topco and (z) (1) the

WHP Holder (if the IPO Flip-Up Electing Holder is the Polaris Holder) or (2) the Polaris Holder (if the IPO Flip-Up Electing Holder

is the WHP Holder), in each case no later than thirty (30) days prior to (x) the proposed launch date of the IPO Event set forth

in the IPO Event Notice if the IPO Event is an IPO or a Direct Listing or, (y) if the IPO Event is a De-SPAC, the expected closing

date of such IPO Event set forth in the IPO Event Notice, which Exchange Notice, if the Polaris Holder is the IPO Flip-Up Electing Holder,

shall specify the minimum WHP IPO Share Price and Exchange Reference Multiple at or above which such IPO Flip-Up Electing Holder irrevocably

elects to exercise the IPO Flip-Up Right (and below which such IPO Flip-Up Electing Holder irrevocably elects not to exercise the IPO

Flip-Up Right).

(d)            Delivery

of Documents for IPO Exchange. Reasonably promptly following delivery by an IPO Flip-Up Electing Holder of an Exchange Notice, the

WHP Holder shall deliver to the Polaris Holder for execution and delivery in connection with the closing of the IPO Exchange: (i) any

exchange or similar agreement and any joinder agreement to the governing documents of WHP Topco (including the limited partnership agreement,

securityholders agreement and registration rights agreement), in each case, in form and substance reasonably satisfactory to WHP Topco

(but subject to Section 9.12(b) and Section 9.12(f)) and the WHP Holder shall consider in good faith any

reasonable comments to such agreements provided by the Polaris Holder, to consummate such IPO Exchange; and (ii) such other documents

or instruments as may be necessary or appropriate to effect such IPO Exchange as reasonably requested by WHP Topco, including a general

release by the Polaris Holder with respect to any claims (other than Excluded Claims) arising by virtue of the Polaris Holder’s

ownership of interests in the Company, including any management by the WHP Holder or any WHP Manager of the Company. If the IPO

Event is an IPO or Direct Listing, the exchange or similar agreement shall provide that the number of IPO WHP Units to be issued to the

Polaris Holder shall be calculated using the IPO Model (which shall be attached to and incorporated in such exchange or similar agreement)

and the WHP IPO Share Price.

(e)            Pricing

Calculation Notice. As soon as reasonably practicable, and in any event, no later than five (5) days prior to (x) the pricing

of the IPO Event, if the IPO Event is an IPO or Direct Listing or (y) the consummation of the IPO Event, if the IPO Event is a De-SPAC,

WHP Topco shall deliver a written notice (the “Pricing Calculation Notice”) to the Polaris

Holder setting forth a good faith calculation of the number of IPO WHP Units (and components thereof, including the Exchange Reference

Multiple and Company EBITDA), in each case calculated, for the avoidance of doubt, using the IPO

Model and in accordance with Section 9.9(i), which Pricing Calculation Notice shall include reasonably detailed supporting

information and backup for such calculations. From and after the delivery of the Pricing Calculation Notice, WHP Topco and its Affiliates

shall provide to the Polaris Holder such information or materials or other access as reasonably requested by the Polaris Holder, in each

case as promptly as reasonably practicable after any such request by the Polaris Holder.

(i)            In

connection with delivering the Pricing Calculation Notice to the Polaris Members, an executive officer of WHP Topco shall deliver to

the Polaris Members a certificate as to the accuracy, as of the date of the Pricing Calculation Notice, of the calculations set forth

in the Pricing Calculation Notice.

(ii)           If

the Polaris Holder disputes in good faith any of the calculations (or components thereto) set forth in the Pricing Calculation Notice,

then the Polaris Holder may, within two (2) days of receiving the Pricing Calculation Notice, notify the WHP Holder in writing of

such disagreement and the Polaris Holder and the WHP Holder shall discuss such disputed items in good faith for two (2) days with

a view to mutually agreeing on any such calculations and resolving their disagreements over the disputed items.

(iii)          Following

the conclusion of the good faith discussion period, the WHP Holder may, no later than one (1) day after the conclusion of such good

faith discussion period, deliver to the Polaris Holder a revised Pricing Calculation Notice reflecting any resolution between the parties

of their disagreements over the disputed items, and an executive officer of WHP Topco shall deliver to the Polaris Members an updated

certificate as to the accuracy, as of such date, of the calculations set forth in such updated Pricing Calculation Notice. If

the Polaris Holder and the WHP Holder fail to resolve their differences over any of the disputed items prior to the consummation

of the applicable IPO Event, the calculations delivered by WHP Topco

in the Pricing Calculation Notice (as revised pursuant to the immediately preceding sentence, if applicable) shall be used, subject

to Section 9.12(a) and without a presumption of correctness or prejudice to the rights of the Polaris Holder.

(iv)          If

the IPO Event is an IPO or Direct Listing, no later than one (1) day after the pricing of such IPO Event, the WHP Holder shall deliver

a written notice (the “Final Pricing Notice”) to the Polaris Holder setting forth (x) the final calculations

of the WHP IPO Share Price per the IPO Model, including (A) the WHP Enterprise Value, (B) the WHP Topco EBITDA, (C) the

Exchange Reference Multiple (based on the calculation of WHP Enterprise Value in the foregoing clause (A) and WHP

Topco EBITDA in the foregoing clause (B)), (D) the number of IPO WHP Units and (E) if applicable,

the number of IPO True-Up Units (in each case of this clause (x), calculated, for the avoidance of doubt, in accordance with Section 9.9(i)),

(y) whether an Exchange Notice was deemed delivered under Section 9.9(k), and (z) whether the WHP Holder

elects to pay the Polaris Holder cash in lieu of satisfying its obligation to issue the IPO True-Up Units under

Section 9.9(l). In connection with delivering the Final Pricing Notice to the Polaris Members, an executive officer

of WHP Topco shall deliver to the Polaris Members a certificate as to the accuracy, as of the date of the Final Pricing Notice, of the

calculations set forth in the Final Pricing Notice.

(f)            Execution

of Documents. At least two (2) days prior to the closing of an IPO Event (or, in the case of an IPO, at least two (2) days

prior to the launch date of such IPO), the Company, WHP Topco and the Polaris Holder, as applicable, will execute and deliver in escrow

to the other respective parties all agreements, documents and instruments reasonably required in connection with such IPO Exchange and

delivered by WHP Topco pursuant to Section 9.9(d) in the form presented by WHP Topco

(but subject to Section 9.9(d), Section 9.12(b) and Section 9.12(f)).

(g)            Consummation

of IPO Exchange. If an Exchange Notice has been timely delivered in accordance with Section 9.9(c) or deemed delivered

pursuant to Section 9.9(k), then immediately prior to, and conditioned upon the closing of the IPO Event: (i) the Company,

WHP Topco and the Polaris Holder will each release their respective signature pages from escrow, (ii) the IPO Exchange shall

occur and (iii) WHP Topco shall issue, or cause to be issued, to the Polaris Holder the IPO WHP Units, calculated in accordance

with Section 9.9(i) and subject to Section 9.9(l), including, if applicable, any IPO True-Up Units (or,

at WHP Topco’s election, the cash equivalent thereof pursuant to Section 9.9(l)).

(h)            Re-Trigger.

If the IPO Event does not price or close within one hundred and twenty (120) days of the IPO Event Supplemental Notice, then WHP Topco

must again comply with this Section 9.9.

(i)            Calculation

of IPO WHP Units in IPO Exchange. Subject to Section 9.9(l), the WHP Holder shall calculate in good faith the number

of WHP Topco Units to be issued to the Polaris Holder in connection with the consummation of the IPO Exchange as soon as reasonably practicable

prior to the closing of the IPO Event, as follows:

(i)            the

Exchanging Company Units shall be deemed to have a value (the “Exchanging Company Units Valuation”) equal to (A) the

product of (1) the Polaris Holder Percentage, multiplied by (2) the Company EBITDA (for the twelve (12)-month period

ending on the most recent date of the financial statements that are included in the final prospectus filed with the SEC), multiplied

by (3) the Exchange Reference Multiple, plus (B) the Polaris Holder Percentage multiplied by the sum of (1) the

aggregate amount of any cash, cash equivalents, short-term investments and other non-operating loans or investments held by the Company

and its Subsidiaries, on a consolidated basis, minus (2) the aggregate principal amount of any outstanding funded indebtedness

of the Company and its Subsidiaries, on a consolidated basis, minus (3) the aggregate value of any outstanding preferred

Equity Securities (including the liquidation preference and the accreted value) issued by the Company and its Subsidiaries that is outstanding

immediately after the consummation of an IPO Event, in each case of the foregoing clauses (B)(1) through (B)(3), as

of the most recent date for which financial statements are included in the final prospectus filed with the SEC in connection with the

applicable IPO Event and adjusted for the ownership percentage of any direct or indirect Subsidiaries of the Company that are not, directly

or indirectly, wholly owned by the Company;

Example

Calculation: If at the time of the IPO Exchange, (w) the Polaris Holder Percentage is fifty percent (50%), (x) the

Company EBITDA is $92,000,000, (y) the Exchange Reference Multiple is 10.75 and (z) the sum of the amounts described in the

foregoing subclauses (B)(1) through (B)(3) is $11,000,000, then the Exchanging Company Units Valuation would

equal $500,000,000; and

(ii)            the

number of WHP Topco Units to be issued to the Polaris Holder in connection with the consummation of the IPO Exchange (the “IPO

WHP Units”) shall be equal to (A) the Exchanging Company Units Valuation (calculated in accordance with this Section 9.9(i))

divided by (B) the WHP IPO Share Price.

Example

Calculation: If in relation to the IPO Exchange (x) the Exchanging Company Units Valuation is $500,000,000 and (y) the

WHP IPO Share Price is $10, then the number of IPO WHP Units in connection with the IPO Exchange would equal 50,000,000.

The

inputs and calculations required in this Section 9.9(i) shall be calculated pursuant to an Excel workbook or similar

software application, which shall be called the “IPO Model.”

(j)            Costs

and Expenses. Each party to the IPO Exchange shall bear and be responsible for all of its own fees, costs and expenses incurred in

connection with the transactions contemplated by the IPO Exchange, including any expenses incurred in evaluating, negotiating or consummating

the transactions contemplated thereby. The Company shall not be obligated to reimburse either of WHP Holder or Polaris Holder for any

such costs or expenses, unless otherwise approved by the Board (including the approval of at least one (1) WHP Manager and one (1) Polaris

Manager).

(k)            IPO

Drag of Polaris if Exchange Reference Multiple Is Underestimated. Notwithstanding anything to the contrary herein, if (x) the

Polaris Holder does not exercise its IPO Flip-Up Right and (y) the Estimated Exchange Reference Multiple set forth in the IPO Event

Notice is less than thirteen (13), but the Exchange Reference Multiple is later determined to be greater than or equal to thirteen (13),

then the Polaris Holder shall be, and WHP Topco shall take all actions necessary to ensure that the Polaris Holder is, treated for all

purposes under this Section 9.9 as if such Polaris Holder had timely delivered the Exchange Notice in accordance with Section 9.9(c),

and, for the avoidance of doubt but subject to Section 9.9(m), immediately prior to, and conditioned upon the closing of

the IPO Event: (i) the IPO Exchange shall occur and (ii) WHP Topco shall issue, or cause to be issued, to the Polaris Holder

the IPO WHP Units, calculated in accordance with Section 9.9(i).

(l)            IPO

True-Up if Exchange Reference Multiple Is Overestimated.

(i)            Notwithstanding

anything to the contrary herein, if the Estimated Exchange Reference Multiple set forth in the IPO Event Notice is greater than or equal

to thirteen (13), but the Exchange Reference Multiple is later determined to be less than thirteen (13), then notwithstanding anything

to the contrary herein, the Exchange Reference Multiple used to calculate the number of IPO WHP Units pursuant to Section 9.9(i) to

which the Polaris Holder is entitled pursuant to Section 9.9(g) shall be deemed to be thirteen (13).

(ii)           The

difference between (A) the number of IPO WHP Units calculated pursuant to Section 9.9(i) on the basis of the deemed

Exchange Reference Multiple of thirteen (13) and (B) the number of IPO WHP Units calculated pursuant to Section 9.9(i) on

the basis of the actual Exchange Reference Multiple shall be the “IPO True-Up Units.”

(iii)          In

lieu of satisfying its obligation to issue to the Polaris Holder the IPO True-Up Units pursuant to Section 9.9(g), WHP Topco

may elect to pay the Polaris Holder an amount of cash equal to (A) the number of IPO True-Up Units

multiplied by (B) the WHP IPO Share Price (free and clear of, and without withholding or deduction for, taxes, unless

such withholding or deduction is required by Law), by providing an irrevocable written notice to

the Polaris Holder of such election at the time of, or promptly following, delivery of the Final Pricing Notice.

The cash amount set forth in the preceding sentence shall be paid by WHP Topco via wire transfer to the account of the Polaris Holder

(or its designated Affiliate) specified in writing by the Polaris Holder in connection with the closing of the IPO Event. If WHP Topco

fails to pay such cash amount when due, WHP Topco shall pay to the Polaris Holder interest on such unpaid cash amount at a rate

equal to one and a half percent (1.5%) per month or the maximum rate of interest allowed by applicable Law (whichever is less).

(m)            Over-Allotment

True-Up. Notwithstanding anything to the contrary herein, as promptly as reasonably practicable following the expiration or exercise

of any “over-allotment option” after the closing of the IPO Event, WHP Topco shall issue an additional number of WHP Topco

Units to the Polaris Holder which would result in the Polaris Holder, in the aggregate, being in the same economic position that the

Polaris Holder would have been in had such “over-allotment option” been exercised prior to the

closing of the IPO Event (the “Over-Allotment Units”); provided, that in lieu of issuing such Over-Allotment

Units, WHP Topco may elect to pay the Polaris Holder an amount of cash equal to (i) the number

of the Over-Allotment Units multiplied by (ii) the WHP IPO Share Price (free and clear of, and without withholding

or deduction for, taxes, unless such withholding or deduction is required by Law). The cash amount set forth

in the preceding sentence shall be paid by WHP Topco via wire transfer to the account of the Polaris Holder (or its designated Affiliate)

specified in writing by the Polaris Holder. If WHP Topco fails to pay such cash amount when due, WHP Topco shall pay to the Polaris Holder

interest on such unpaid cash amount at a rate equal to one and a half percent (1.5%) per month or the maximum rate of interest

allowed by applicable Law (whichever is less).

(n)            Termination.

The rights and obligations set forth in this Section 9.9 (other than Section 9.9(k), Section 9.9(l) and

Section 9.9(m)) shall terminate immediately upon the earliest of the consummation of an IPO Event, a WHP COC or a Significant

Asset Sale (provided that any rights arising out of any breach of the covenants set forth in this Section 9.9 shall

survive any such termination).

(o)            Illustrative

Calculations. An illustration of the calculations set forth in this Section 9.9 is attached as Exhibit F.

Section 9.10           WHP

COC Exchange.

(a)            WHP

COC Exchange. In connection with a Qualifying WHP COC, all (but not less than all) of the Polaris Holder’s Units shall, immediately

prior to the consummation of the Qualifying WHP COC, be exchanged for COC WHP Units as set forth in this Section 9.10 (the

“WHP COC Exchange”).

(b)            WHP

COC Notice. WHP Topco shall deliver to the Polaris Holder a written notice (the “WHP COC Notice”) of any proposed

WHP COC at least seven (7) days prior to the execution of any definitive agreement in respect of any WHP COC, which shall (x) (A) describe

the WHP COC in reasonable detail, including the anticipated closing timeline, to the extent then known, (B) state the type and terms

of any consideration to be received by WHP Topco, including the terms of any Equity Securities (such Equity Securities, the “WHP

Buyer Securities”) (including the rights, privileges and preferences and, in the event that any WHP Buyer Securities constitute

Specified Consideration, any restrictions applicable to the borrowing by the Polaris Holder of such Specified Consideration), and (C) state

a good faith calculation of the aggregate WHP Sale Consideration in respect of such WHP COC, including a good faith calculation of the

WHP Liquid Consideration, (y) state the total number of Exchanging Company Units then-held by the Polaris Holder and (z) provide

a good faith calculation of (A) the WHP Enterprise Value and WHP Equity Value (based on the WHP Enterprise Value calculated in this

clause (A)), including, in each case, components thereof and as of the most recent date for which financial statements are available

as of the date of such WHP COC Notice, (B) the WHP Topco EBITDA (for the twelve (12)-month period ending on the most recent date

for which financial statements are available as of the date of such WHP COC Notice), (C) the Exchange Reference Multiple (based

on the WHP Enterprise Value and WHP Topco EBITDA calculated in clauses (A) and (B) above), (D) the Per Share

Value (based on the WHP Equity Value calculated in clause (A) above), (E) the number of COC WHP Units, if any (calculated

in accordance with Section 9.10(f)), and (F) the expected aggregate amount of WHP Sale Consideration which would be

payable to the Polaris Holder in accordance with Section 9.10(e) in respect of such COC WHP Units, if any, in connection

with the consummation of such WHP COC. The WHP COC Notice shall include reasonably detailed supporting information for such calculations.

From and after the delivery of the WHP COC Notice, WHP Topco and its Affiliates shall provide to the Polaris Holder such information

or materials or other access as reasonably requested by the Polaris Holder, in each case as promptly as reasonably practicable after

any such request by the Polaris Holder.

(i)            In

connection with delivering the WHP COC Notice to the Polaris Members, an executive officer of WHP Topco shall deliver to the Polaris

Members a certificate as to the accuracy, as of the date of the WHP COC Notice, of the calculations set forth in the WHP COC Notice.

(ii)           Notwithstanding

anything to the contrary herein, if any WHP Buyer Securities payable in the WHP COC constitute Specified Consideration, and there are

any restrictions applicable to the pledge by any recipient of such Specified Consideration, as set forth in the WHP COC Notice, the Polaris

Holder may, within five (5) days following delivery of the WHP COC Notice, elect in writing to WHP Topco that the Specified Consideration

not count as WHP Liquid Consideration. Notwithstanding anything to the contrary herein, from and after such time that the Polaris Holder

makes such election pursuant to the preceding sentence, the type or amount of any consideration to be received by WHP Topco in connection

with such WHP COC and other material terms pertaining to restrictions on pledging any such consideration may not be changed unless WHP

Topco re-delivers the WHP COC Notice, upon which the Polaris Holder may, within five (5) days following delivery of such WHP COC

Notice, re-elect in writing to WHP Topco that the Specified Consideration not count as WHP Liquid Consideration. In addition, if the

Polaris Holder disputes in good faith any of the calculations (or components thereto) set forth in the WHP COC Notice, then the Polaris

Holder may, within ten (10) days of receiving the WHP COC Notice, notify the WHP Holder in writing of such disagreement and the

Polaris Holder and the WHP Holder shall discuss such disputed items in good faith for ten (10) days with a view to mutually agreeing

on any such calculations and resolving their disagreements over the disputed items.

(iii)          Following

the conclusion of the good faith discussion period, the WHP Holder may, no later five (5) days of the conclusion of such good faith

discussion period, deliver to the Polaris Holder a revised WHP COC Notice reflecting any resolution between the parties of their disagreements

over the disputed items, and an executive officer of WHP Topco shall deliver to the Polaris Members an updated certificate as to the

accuracy, as of such date, of the calculations set forth in such updated WHP COC Notice. If the Polaris

Holder and the WHP Holder fail to resolve their differences over any of the disputed items prior to the consummation of the applicable

WHP COC, the calculations delivered by WHP Topco (as revised pursuant

to the immediately preceding sentence) shall be used, subject to Section 9.12(a) and

without a presumption of correctness or prejudice to the rights of the Polaris Holder.

of Documents. Reasonably promptly following delivery of the WHP COC Notice, in the case of a Qualifying WHP COC, the WHP Holder shall

deliver to the Polaris Holder for execution and delivery in connection with the closing of the WHP COC Exchange: (i) any exchange

or similar agreement and any joinder agreement to the governing documents of WHP Topco (including the limited partnership agreement,

securityholders agreement and registration rights agreement), in each case, in form and substance reasonably satisfactory to WHP Topco

(but subject to Section 9.12(b) and Section 9.12(f)) (which shall consider in good faith any reasonable

comments to such agreements provided by the Polaris Holder) to consummate such WHP COC Exchange; and (ii) such other documents or

instruments as may be necessary or appropriate to effect such WHP COC Exchange as reasonably requested by WHP Topco, including a general

release by the Polaris Holder with respect to any claims (other than Excluded Claims) arising by virtue of the Polaris Holder’s

ownership of interests in the Company, including any management by the WHP Holder or any WHP Manager of the Company.

(d)            Execution

of Documents. At the closing of a Qualifying WHP COC, the Company, WHP Topco and the Polaris

Holder, as applicable, will execute all agreements, documents and instruments in connection with such Qualifying WHP COC delivered

by WHP Topco pursuant to Section 9.10(c) in the form presented by WHP Topco (but subject to Section 9.10(c),

Section 9.12(b) and Section 9.12(f)).

(e)            Consummation

of WHP COC Exchange. Immediately prior to and conditioned upon the consummation of the Qualifying WHP COC: (i) the WHP COC Exchange

shall occur and (ii) WHP Topco shall issue, or cause to be issued, to the Polaris Holder, the COC WHP Units, calculated in accordance

with Section 9.10(f). WHP Topco and its Affiliates shall ensure that in connection with the consummation of the Qualifying

WHP COC, (A) each COC WHP Unit shall be entitled to, and shall, receive its pro rata share of the WHP Sale Consideration

and (B) if the WHP Sale Consideration includes any Equity Securities, then the Polaris Holder shall receive equitable treatment

with respect to the receipt of such Equity Securities as any similarly situated institutional equityholders of WHP Topco (which, for

the avoidance of doubt, as of date hereof, would include Ares and Oaktree).

(f)            Calculation

of COC WHP Units. The WHP Holder shall calculate in good faith the number of WHP Topco Units to be issued to the Polaris Holder in

connection with the consummation of the WHP COC Exchange, as follows:

(i)            the

Exchanging Company Units Valuation of the Exchanging Company Units shall be equal to (A) the product of (1) the Polaris Holder

Percentage, multiplied by (2) the Company EBITDA (for the twelve (12)-month period ending on the most recent date of the

financial statements that are available as of the execution of the definitive agreement providing for a Qualifying WHP COC), multiplied

by (3) the Exchange Reference Multiple (based on the WHP Enterprise Value and WHP Topco EBITDA calculated in Section 9.10(b)(z)(A) and

Section 9.10(b)(z)(B), respectively), plus (B) the Polaris Holder Percentage multiplied by the sum of

(1) the aggregate amount of any cash, cash equivalents, short-term investments and other non-operating loans or investments held

by the Company and its Subsidiaries, on a consolidated basis, minus (2) the aggregate principal amount of any outstanding

funded indebtedness of the Company and its Subsidiaries, on a consolidated basis, minus (3) the aggregate value of any outstanding

preferred Equity Securities (including the liquidation preference and the accreted value) issued by the Company and its Subsidiaries

that is outstanding immediately after the consummation of such Qualifying WHP COC, in each case of the foregoing clauses (B)(1) through

(B)(3), as of the most recent date of the financial statements that are available as of the execution of the definitive agreement

providing for such Qualifying WHP COC and adjusted for the ownership percentage of any direct or indirect Subsidiaries of the Company

that are not, directly or indirectly, wholly owned by the Company;

Example

Calculation: If at the time of the WHP COC Exchange, (w) the Polaris Holder Percentage is fifty percent (50%), (x) the

Company EBITDA is $92,000,000, (y) the Exchange Reference Multiple is thirteen (13) and (z) the sum of the amounts described

in the foregoing subclauses (B)(1) through (B)(3) is $11,000,000, then the Exchanging Company Units Valuation

would equal $603,500,000; and

(ii)           the

number of WHP Topco Units to be issued in exchange for the Exchanging Company Units (the “COC WHP Units”) shall be

equal to (A) the Exchanging Company Units Valuation calculated pursuant to clause (i) above, divided by (B) the

Per Share Value implied by such Qualifying WHP COC.

Example

Calculation: If in relation to the WHP COC Exchange (x) the Exchanging Company Units Valuation is $603,500,000, (y) the

WHP Equity Value implied by such Qualifying WHP COC is $6,035,000,000, and (z) the aggregate number of WHP Topco Units is 603,500,000,

then the Per Share Value is $10 and the number of COC WHP Units in connection with the WHP COC Exchange would equal 60,350,000.

(g)            Costs

and Expenses. Each party to the WHP COC Exchange shall bear and be responsible for all of its own fees, costs and expenses incurred

in connection with the transactions contemplated by the WHP COC Exchange, including any expenses incurred in evaluating, negotiating

or consummating the transactions contemplated thereby. The Company shall not be obligated to reimburse either of the WHP Holder or the

Polaris Holder for any such costs or expenses, unless otherwise approved by the Board (including the approval of at least one (1) WHP

Manager and one (1) Polaris Manager).

(h)            Termination.

The rights and obligations under this Section 9.10 will terminate immediately prior to the consummation of any IPO Event,

WHP COC (other than the Qualifying WHP COC with respect to which this Section 9.10 applies) or Qualifying Asset Sale, whichever

is earliest (provided that any rights arising out of any breach of the covenants set forth in this Section 9.10 shall

survive any such termination).

(i)            Illustrative

Calculations. An illustration of the calculations set forth in this Section 9.10 is attached as Exhibit F.

Section 9.11            WHP

Asset Sale Exchange.

(a)            WHP

Asset Sale Exchange. In connection with a Qualifying Asset Sale, all (but not less than all) of the Polaris Holder’s Units

shall, immediately prior to the consummation of the Qualifying Asset Sale, be exchanged for Asset Sale WHP Units as set forth in this

Section 9.11 (the “WHP Asset Sale Exchange”).

(b)            WHP

Asset Sale Notice. WHP Topco shall deliver to the Polaris Holder a written notice (the “WHP Asset Sale Notice”)

of any proposed Significant Asset Sale at least seven (7) days prior to the execution of a definitive agreement in respect of any

Significant Asset Sale, which shall (x) (A) describe the Significant Asset Sale in reasonable detail, including the anticipated

closing timeline, to the extent then known, (B) state the type and terms of any consideration to be received by WHP Topco, including

the terms of such WHP Buyer Securities (including the rights, privileges and preferences and, in the event that any WHP Buyer Securities

constitute Specified Consideration, any restrictions applicable to the borrowing by the Polaris Holder of such Specified Consideration),

and (C) state a good faith calculation of the aggregate WHP Sale Consideration in respect of such Significant Asset Sale, including

a good faith calculation of the WHP Liquid Consideration, (y) state the total number of Exchanging Company Units then-held by the

Polaris Holder and (z) provide a good faith calculation of (A) the WHP Enterprise Value and WHP Equity Value (including, in

each case, components thereof and as of the most recent date for which financial statements are available as of the date of such WHP

Asset Sale Notice), (B) (I) the WHP Asset Sale EBITDA, (II) the WHP Topco EBITDA and (III) the Company EBITDA (in

each case of clause (I) through (III), including components thereof and for the twelve (12)-month period ending on

the most recent date for which financial statements are available as of the date of the WHP Asset Sale Notice), (C) the Market Multiple

(based on the WHP Asset Sale EBITDA as calculated in clause (B) above), (D) the Per Share Value (based on the WHP Equity

Value calculated in clause (A) above) and (E) the number of Asset Sale WHP Units (calculated in accordance with Section 9.11(f)).

The WHP Asset Sale Notice shall include reasonably detailed supporting information for such calculations. From and after the delivery

of the WHP Asset Sale Notice, WHP Topco and its Affiliates shall provide to the Polaris Holder such information or materials or other

access as reasonably requested by the Polaris Holder, in each case as promptly as reasonably practicable after any such request by the

Polaris Holder.

(i)            In

connection with delivering the WHP Asset Sale Notice to the Polaris Members, an executive officer of WHP Topco shall deliver to the Polaris

Members a certificate as to the accuracy, as of the date of the WHP Asset Sale Notice, of the calculations set forth in the WHP Asset

Sale Notice.

(ii)           Notwithstanding

anything to the contrary herein, if any WHP Buyer Securities payable in the Significant Asset Sale constitute Specified Consideration,

and there are any restrictions applicable to the pledge by any recipient of such Specified Consideration, as set forth in the WHP Asset

Sale Notice, the Polaris Holder may, within five (5) days following delivery of the WHP Asset Sale Notice, elect in writing to WHP

Topco that the Specified Consideration not count as WHP Liquid Consideration. Notwithstanding anything to the contrary herein, from and

after such time that the Polaris Holder makes such election pursuant to the preceding sentence, the type or amount of any consideration

to be received by WHP Topco in connection with such Qualifying Asset Sale and other material terms pertaining to restrictions on pledging

any such consideration may not be changed unless WHP Topco re-delivers the WHP Asset Sale Notice, upon which the Polaris Holder may,

within five (5) days following delivery of such WHP Asset Sale Notice, re-elect in writing to WHP Topco that the Specified Consideration

not count as WHP Liquid Consideration. In addition, if the Polaris Holder disputes in good faith any of the calculations (or components

thereto) set forth in the WHP Asset Sale Notice, then the Polaris Holder may, within ten (10) days of receiving the WHP Asset Sale

Notice, notify the WHP Holder in writing of such disagreement and the Polaris Holder and the WHP Holder shall discuss such disputed items

in good faith for ten (10) days with a view to mutually agreeing on any such calculations and resolving their disagreements over

the disputed items.

(iii)          Following

the conclusion of the good faith discussion period, the WHP Holder may, no later five (5) days of the conclusion of such good faith

discussion period, deliver to the Polaris Holder a revised WHP Asset Sale Notice reflecting any resolution between the parties of their

disagreements over the disputed items, and an executive officer of WHP Topco shall deliver to the Polaris Members an updated certificate

as to the accuracy, as of such date, of the calculations set forth in such updated WHP Asset Sale Notice. If

the Polaris Holder and the WHP Holder fail to resolve their differences over any of the disputed items prior to the consummation

of the applicable WHP Asset Sale, the calculations delivered by WHP

Topco (as revised pursuant to the immediately preceding sentence) shall be used, subject to Section 9.12(a) and

without a presumption of correctness or prejudice to the rights of the Polaris Holder.

of Documents. Reasonably promptly following delivery of the WHP Asset Sale Notice, in the case of a Qualifying Asset Sale, the WHP

Holder shall deliver to the Polaris Holder for execution and delivery in connection with the closing of the WHP Asset Sale Exchange:

(i) any exchange or similar agreement and any joinder agreement to the governing documents of WHP Topco (including the limited partnership

agreement, securityholders agreement and registration rights agreement), in each case, in form and substance reasonably satisfactory

to WHP Topco (but subject to Section 9.12(b) and Section 9.12(f)) (which shall consider in good faith any

reasonable comments to such agreements provided by the Polaris Holder) to consummate such WHP Asset Sale Exchange; and (ii) such

other documents or instruments as may be necessary or appropriate to effect such WHP Asset Sale Exchange as reasonably requested by WHP

Topco, including a general release by the Polaris Holder with respect to any claims (other than Excluded Claims) arising by virtue of

the Polaris Holder’s ownership of interests in the Company, including any management by the WHP Holder or any WHP Manager of the

Company.

(d)            Execution

of Documents. At the closing of the Qualifying Asset Sale, the Company,

WHP Topco and the Polaris Holder, as applicable, will execute all agreements, documents and instruments in connection with such Qualifying

Asset Sale delivered by WHP Topco pursuant to Section 9.11(c) in the form presented by

WHP Topco (but subject to Section 9.11(c), Section 9.12(b) and Section 9.12(f)).

(e)            Consummation

of WHP Asset Sale Exchange. Immediately prior and conditioned upon the consummation of the Qualifying Asset Sale: (i) the WHP

Asset Sale Exchange shall occur and (ii) WHP Topco shall issue, or cause to be issued, to the Polaris Holder, the Asset Sale WHP

Units, calculated in accordance with Section 9.11(f), so that the Polaris Holder is able to participate in any proceeds distributed

to the equityholders of WHP Topco by WHP Topco with the other equityholders of WHP Topco in connection with the consummation of such

Qualifying Asset Sale. WHP Topco and its Affiliates shall ensure that in connection with the consummation of the Qualifying Asset Sale,

if the WHP Sale Consideration includes any Equity Securities, then the Polaris Holder will receive equitable treatment with respect to

such Equity Securities as any similarly situated institutional equityholders of WHP Topco (which, for the avoidance of doubt, as of date

hereof, would include Ares and Oaktree) receive in connection therewith.

(f)            Calculation

of Asset Sale WHP Units. The WHP Holder shall calculate in good faith the number of WHP Topco Units to be issued to the Polaris Holder

in connection with the consummation of the WHP Asset Sale Exchange, as follows:

(i)            the

“Market Multiple” shall be the number equal to (A) the WHP Sale Consideration proposed to paid by the purchaser

in connection with such Qualifying Asset Sale divided by (B) WHP Asset Sale EBITDA (for the twelve (12)-month period ending

on the most recent date of the financial statements that are available as of the execution of the definitive agreement providing for

such Qualifying WHP Asset Sale and adjusted for the ownership percentage of any direct or indirect Subsidiaries of the Company that are

not, directly or indirectly, wholly owned by the Company);

(ii)           the

Exchanging Company Units Valuation of the Exchanging Company Units shall be equal to (A) the product of (1) the Polaris Holder

Percentage, multiplied by (2) the Company EBITDA (for the twelve (12)-month period ending on the most recent date of the

financial statements that are available as of the execution of the definitive agreement providing for such Qualifying WHP Asset Sale),

multiplied by (3) the Market Multiple (as calculated in clause (i) above), plus (B) the Polaris Holder

Percentage multiplied by the sum of (1) the aggregate amount of any cash, cash equivalents, short-term investments and other

non-operating loans or investments held by the Company and its Subsidiaries, on a consolidated basis, minus (2) the aggregate

principal amount of any outstanding funded indebtedness of the Company and its Subsidiaries, on a consolidated basis, minus (3) the

aggregate value of any outstanding preferred Equity Securities (including the liquidation preference and the accreted value) issued by

the Company and its Subsidiaries that is outstanding immediately after the consummation of such Qualifying Asset Sale, in each case of

the foregoing clauses (B)(1) through (B)(3), as of the most recent date of the financial statements that are available

as of the execution of the definitive agreement providing for such Qualifying Asset Sale and adjusted for the ownership percentage of

any direct or indirect Subsidiaries of the Company that are not, directly or indirectly, wholly owned by the Company;

Example

Calculation: If at the time of the WHP Asset Sale Exchange, (w) the Polaris Holder Percentage is fifty percent (50%),

(x) the Company EBITDA is $92,000,000, (y) the Market Multiple is 13 and (z) the sum of the amounts described in the foregoing

subclauses (B)(1) through (B)(3) is $11,000,000, then the Exchanging Company Units Valuation would equal $603,500,000;

and

(iii)          the

number of WHP Topco Units to be issued in exchange for the Exchanging Company Units (the “Asset Sale WHP Units”) shall

be equal to (A) the Exchanging Company Units Valuation calculated pursuant to clause (ii) above, divided by (B) the

Per Share Value implied by such Qualifying WHP Asset Sale.

Example

Calculation: If in relation to the WHP Asset Sale Exchange (x) the Exchanging Company Units Valuation is $603,500,000,

(y) the WHP Equity Value implied by such Qualifying WHP Asset Sale is $5,000,000,000, and (z) the aggregate number of WHP Topco

Units is 500,000,000, then the Per Share Value is $10 and the number of Asset Sale WHP Units in connection with the WHP Asset Sale Exchange

would equal 60,350,000.

(g)            Costs

and Expenses. Each party to the WHP Asset Sale Exchange shall bear and be responsible for all of its own fees, costs and expenses

incurred in connection with the transactions contemplated by the WHP Asset Sale Exchange, including any expenses incurred in evaluating,

negotiating or consummating the transactions contemplated thereby. The Company shall not be obligated to reimburse either of the WHP

Holder or the Polaris Holder for any such costs or expenses, unless otherwise approved by the Board (including the approval of at least

one (1) WHP Manager and one (1) Polaris Manager).

(h)            Termination.

The rights and obligations under this Section 9.11 will terminate immediately prior to the consummation of any IPO Event,

WHP COC or Significant Asset Sale (other than any Qualifying Asset Sale to which this Section 9.11 applies), whichever is

earliest (provided that any rights arising out of any breach of the covenants set forth in this Section 9.11 shall survive

any such termination).

(i)            Illustrative

Calculations. An illustration of the calculations set forth in this Section 9.11 is attached as Exhibit F.

Section 9.12            General

Provisions.

(a)            Notwithstanding

anything to the contrary in this Agreement, if the Polaris Holder believes that any calculation made by WHP Topco or the WHP Holder pursuant

to the applicable provisions of Section 9.9 through Section 9.11 is incorrect, then the Polaris Holder may pursue

any remedy at law or equity in any court of competent jurisdiction; provided that, notwithstanding anything to the contrary in

this Agreement, the Polaris Holder shall not initiate or pursue any such claim prior to the consummation of an IPO Event, WHP COC or

Significant Asset Sale, as applicable (provided, further, that solely in the case of a Significant Asset Sale, the restrictions

(as set forth in the foregoing proviso) on Polaris Holder’s rights under this Section 9.12(a) shall not apply

unless WHP Topco has irrevocably committed to the Polaris Holder that it will withhold or set aside from the distribution of proceeds

from such Significant Asset Sale an amount of cash (or other applicable consideration received in such Significant Asset Sale), that

the board of managers of WHP Topco has determined in good faith, based upon the advice of outside legal counsel and financial advisors,

would reasonably be expected to be adequate to satisfy the obligations of WHP Topco or the WHP Holder in respect of any such potential

permitted claims of the Polaris Holder under this Section 9.12(a); provided, further, that the Polaris Holder

may not initiate any such claim pursuant to this Section 9.12(a) after the first anniversary of the consummation of

such IPO Event, WHP COC or Significant Asset Sale, as applicable. The provisions of this Section 9.12(a) constitute

the sole and exclusive remedy of the Polaris Holder with respect to such claims.

(b)            Polaris

Restrictions.

(i)            In

connection with the transactions contemplated by Section 9.8 through Section 9.11, the

Polaris Holder shall not be required to execute any documentation or arrangement which (x) imposes any lock-up, transfer restriction

or other similar contractual restriction on the Polaris Holder’s disposition of any publicly traded Equity Security or any

Equity Securities of WHP Topco of greater than six (6) months after the consummation of such transaction

(provided that any Transfer after such six (6)-month period by the Polaris Holder of Equity Securities of WHP Topco shall,

for the avoidance of doubt, be subject to the right of first offer and tag along rights set forth in the Securityholders Agreement (as

defined in as defined in the Third Amended and Restated Agreement of Limited Partnership of WHP Topco, dated as of March 7, 2023

(“WHP LPA”))) or (y) imposes any restriction on the Polaris Holder’s

ability to comply with applicable Law, including the Investment Company Act of 1940, as amended (provided that any Transfer by

the Polaris Holder of Equity Securities shall be subject to a right of first offer in favor of the issuer of such Equity Securities and/or

the other holders of Equity Securities of such issuer (as determined by such issuer), substantially consistent with the terms set forth

in Section 2(d) of the Securityholders Agreement (as defined in as defined in the WHP LPA)). Notwithstanding anything to the

contrary herein but subject to the preceding sentence and Section 9.12(f), from any time after the consummation of any of

the transactions contemplated by Section 9.8 through Section 9.11, (i) the Polaris Holder shall not be required

to agree to any non-compete, non-solicit or non-hire, and (ii) the Polaris Holder shall not be required to agree to any other restrictions

(e.g., transfer restrictions, trading restrictions, etc.) with respect to any of the IPO WHP Units, COC WHP Units or Asset

Sale WHP Units, or with respect to any Polaris Member as a holder of any of the foregoing, in connection with the consummation of any

of the transactions contemplated by Section 9.8 through Section 9.11, in each case, that are greater than such

restrictions or covenants agreed to by similarly situated institutional equityholders of WHP Topco.

(ii)           In

connection with any transaction contemplated by Section 9.8 through Section 9.11, the Polaris Holder shall not

be required to execute any documentation or arrangement that imposes restrictions on the Polaris Holder’s ability to borrow from

any institution (so long as such institution is not a Competitor) against the WHP Topco Units (other than subject to any lock-up described

in clause (x) of the first sentence of Section 9.12(b)(i)); provided, that, upon any foreclosure of any

such borrowing, the Polaris Holder’s rights under Section 9.12(b) and Section 9.12(f) shall cease

to apply.

Vote or Regulatory Approval. Notwithstanding anything herein to the contrary, if (x) either Polaris Member or any other Polaris

Holder or (y) solely in the event of a Company Sale, the WHP Holder, determines that a vote of its respective equityholders or any

regulatory approval (including under the HSR Act) is required to consummate a Company Sale, the ROFO, an IPO Exchange, a WHP COC Exchange

or a WHP Asset Sale Exchange, the consummation of such transaction shall be conditioned upon first obtaining the approval of such stockholders

or regulatory approval, as applicable; provided that if in the event of a Company Sale, the Receiving Holder makes a Drag Election

but does not obtain the required approval of its equityholders to consummate such Company Sale, then such Receiving Holder will be deemed

to have made a ROFO Election and shall be obligated to consummate a ROFO in accordance with Section 9.8 in lieu of the Company

Sale. The Polaris Members or such other Polaris Holder shall use its respective reasonable best efforts to obtain any such approvals

and satisfy any other conditions to the consummation of any such transactions. For the avoidance of doubt, the consummation of an IPO

Event, WHP COC or Significant Asset Sale shall not be conditioned upon first obtaining the approval of the stockholders or any regulatory

approval of either Polaris Member or any other Polaris Holder, and, except as expressly set forth in the next sentence of this Section 9.12(c),

no such transaction shall be impeded or delayed by the pursuit or receipt of any such approval. In furtherance of the Polaris Holder’s

pursuit of any requisite regulatory or stockholder approval, WHP Topco agrees not consummate (x) a Qualifying WHP COC prior to the

date that is eighty-two (82) days after the execution by WHP Topco and/or WHP Holder or any of their respective Affiliates of a definitive

agreement providing for such Qualifying WHP COC, nor (y) a Qualifying Asset Sale prior to the date that is eighty-two (82) days

after the execution by WHP Topco and/or WHP Holder or any of their respective Affiliates of a definitive agreement providing for such

Qualifying Asset Sale, and WHP Topco and the WHP Holder agree to ensure that any such definitive agreement shall not require the WHP

Holder to consummate such transaction on or prior to the expiration of such eighty-two (82) day period.

(d)            Neither

WHP Topco nor WHP Holder shall, directly or indirectly, take any direct or indirect action or inaction primarily for the purpose of depriving

the Polaris Members of the intended economic benefits of the exchange or monetization mechanics in Section 9.9 through Section 9.11.

However, it is expressly agreed and understood that the determination(s) of whether to, when to, how to, with whom to, and/or at

what price to enter into, pursue, negotiate, abandon or terminate any IPO Event, WHP COC or Significant Asset Sale or Significant Distribution

shall in each case be made solely by WHP Topco in its sole and absolute discretion for any reason or no reason whatsoever, and nothing

herein shall create any obligation, fiduciary or otherwise, with respect to the making of any such determination(s). If WHP Topco or

the WHP Holder consummates a Significant Distribution, then the resulting entity or entities holding the relevant assets or Equity Interests

shall be deemed a successor to WHP Topco’s obligations to allow Polaris Holder to participation in the transactions contemplated

by Section 9.8 through Section 9.11, as applicable (subject to the terms and conditions thereof, mutatis mutandis),

and WHP shall work in good faith with Polaris to amend or modify this Agreement as may be required to effect this intent.

(e)            In

connection with any transactions contemplated by Section 9.8 through Section 9.11,

as promptly as reasonably practicable after the Polaris Holder’s written request, WHP Topco and the WHP Holder shall use reasonable

best efforts to (i) provide, and shall cause to be provided, all financial and other information relating to the Company and its

Subsidiaries and WHP Topco, to the extent available to WHP Topco and the WHP Holder, including any information regarding the business,

operations, financial projections and prospects of the Company and its Subsidiaries and WHP Topco, (ii) cause all senior officers

and managers or directors of the Company and its Subsidiaries and WHP Topco to participate in a reasonable number of meetings (including

customary one-on-one meetings) with the Polaris Holder, in each case, during normal business hours and upon reasonable prior notice,

(iii) to ensure that the Polaris Holder has an opportunity to participate in any due diligence sessions in which WHP Topco participates

(including accounting due diligence sessions), subject to execution of customary confidentiality or non-reliance agreements that contain

confidentiality and similar obligations that are no less restrictive than the obligations of WHP Topco in respect of such information

and (iv) ensure that the Polaris Holder has full access to any online dataroom available to WHP Topco, subject to execution of customary

confidentiality agreements which contain confidentiality and similar obligations that are no less restrictive than the obligations of

WHP Topco in respect of such information. The Member delivering any calculations in connection with any

transactions contemplated by Section 9.8 through Section 9.11 must,

in connection with delivering any such calculations to the other Member, deliver reasonably

detailed information supporting such calculations.

(f)            Investor

Rights. In connection with any transactions in which any Polaris Member receives Equity Securities in WHP Topco, WHP Topco will,

immediately following the consummation of an IPO Exchange, a WHP COC Exchange or a WHP Asset Sale Exchange, as applicable, but prior

to giving effect to any subsequent disposition of the WHP Topco Units in connection with the applicable IPO Event, WHP COC or Significant

Asset Sale, (i) treat such Polaris Member as the equivalent of a “Major Investor” under

the Securityholders Agreement (as defined in the WHP LPA) and (ii) ensure that such Polaris Member receives all of the rights, privileges

and preferences of a “Major Investor” and a “Securityholder” as set forth in, and for purposes of, the Securityholders

Agreement (as defined in the WHP LPA) and an “Other Securityholder” as set forth in, and for purposes of, the Registration

Rights Agreement (as defined in the WHP LPA) or any equivalent terms in any other similar agreements between WHP Topco and its equityholders

(other than the WHP LPA), in each case, as of the Effective Date; provided that the Polaris Member shall not receive any board

designation rights in the WHP LPA; provided, further, that the Polaris Members shall not be deemed to be “Major

Investors,” “Securityholders” or “Other Securityholders” from and after

a Polaris COC with a Competitor.

(g)            Restriction

on Amendments to WHP Governing Documents; Assurances. Each of WHP Topco and the WHP Holder shall ensure (i) that their respective

limited partnership agreement (or any successor thereto) or other organizational documents shall not be amended, supplemented or modified,

(ii) that none of the provisions in their respective limited partnership agreement (or any successor thereto) or other organizational

documents be waived, in each case of clauses (i) and (ii), in any manner that would (A) restrict or impair the

rights of the Polaris Holder to consummate an IPO Exchange, a WHP COC Exchange or a WHP Asset Sale Exchange in accordance with the applicable

provisions of Section 9.9 through Section 9.11 or (B) contravene or conflict with this Agreement and (iii) that

(A) each of the transactions contemplated by Section 9.8 through Section 9.11 (and after the consummation

of any such transactions, any matters contemplated by the Ancillary Documents) are not in contravention or in conflict with their respective

limited partnership agreement (or any successor thereto) or other organizational documents of WHP Topco or the WHP Holder, (B) each

of WHP Topco and the WHP Holder have obtained, prior to the date hereof, all required consents, approvals, waivers or authorizations

required to be obtained by WHP Topco or the WHP Holder from its respective board of managers (or other governing body) and equityholders

in connection with the execution, delivery and performance by WHP Topco or the WHP Holder of this Agreement and the consummation of the

transactions contemplated by Section 9.8 through Section 9.11 in order to approve the transactions contemplated

by Section 9.8 through Section 9.11, (C) such consents, approvals, waivers or authorizations remain effective

and (D) no Person is or will be entitled to any preemptive right, right of repurchase, right of participation or any similar right

or right of first refusal in favor of such Person, in each case in connection with the transactions contemplated by Section 9.8

through Section 9.11.

(h)            WHP

Topco Units. “WHP Topco Units” means (i) for purposes of Section 9.9, the Equity Securities of

WHP Topco or its Affiliates to be listed on a national securities exchange in connection with the consummation of an IPO Event, or (ii) for

all other purposes, (A) if any Equity Securities of WHP Topco or its Affiliates are listed on a national securities exchange, than

such Equity Securities that are listed on a national securities exchange or (B) if no Equity Securities of WHP Topco or its Affiliates

are listed on a national securities exchange, then the principal common Equity Security held by non-management equityholders of WHP Topco

(as of the Effective Date, “Class A Common Units” (as defined in the WHP LPA)).

(i)            WHP

Topco EBITDA. WHP Topco and the WHP Holder agrees that to the extent any adjustments related to acquisition(s) are made under

clauses (a)(xx) and (a)(xxii) of the definition of Consolidated Adjusted EBITDA (as defined in the WHP Credit Agreement or

any successor thereto) for purposes of calculating the “TTM Consolidated Adjusted EBITDA” (or any successor thereto) (as

defined in the WHP Credit Agreement) (or any successor thereto), such adjustments to the WHP Topco EBITDA shall be the same adjustments

(both qualitatively and quantitatively) as such adjustments were/are presented to current or prospective investors, equityholders, lenders

or other financing sources of WHP Topco in connection with the financing of such acquisition(s).

(j)            Minimum

Multiple. The “Minimum Multiple” shall initially equal thirteen (13); provided, the Polaris Holder may

from time to time, but no more than one time per calendar year increase or decrease the Minimum Multiple subject to the prior written

consent of the WHP Holder, which consent shall not be unreasonably withheld, conditioned or delayed.

(k)            GMR

Default. Notwithstanding anything to the contrary in this Agreement, in the event that, at the time of an IPO Exchange, a WHP COC

Exchange or a WHP Asset Sale Exchange, as applicable, there exists a GMR Default that has not been cured by Licensee, and the Company

has not terminated the License Agreement in accordance with Section 17A of the License Agreement, then the Polaris Holder agrees

that any proceeds otherwise payable to the Polaris Holder as a result of the applicable IPO Event, WHP COC or Significant Asset Sale

shall first be applied to cure such GMR Default and to pay in advance the Quarterly GMR Amount (as defined in the License Agreement)

with respect to the immediately following GMR Period by offsetting the GMR Cure Amount and such Quarterly GMR Amount from any such proceeds

otherwise payable to the Polaris Holder. In no event shall WHP Topco be entitled under this Section 9.12(k) to withhold

any proceeds otherwise payable to the Polaris Holder as a result of the applicable IPO Event, WHP COC or Significant Asset Sale in connection

with any other amounts owed by Licensee under the License Agreement (including, for the avoidance of doubt, the Accelerated GMR Amount

(as defined in the License Agreement)).

Article X

WINDING UP, DISSOLUTION AND LIQUIDATION

Section 10.1           Dissolution.

The Company shall not be wound up and dissolved by the admission of Additional Members. The affairs of the Company shall be wound up

upon the first of the following to occur:

(a)            at

any time there are no Members;

(b)            the

making of a winding-up order in respect of the Company by a court of competent jurisdiction; or

any time with unanimous approval of all Members.

The death, retirement, resignation, Bankruptcy

or dissolution of a Member shall not cause a termination, winding up or dissolution of the Company, and, subject to the foregoing provisions

of this Section 10.1, the Company shall continue in existence subject to the terms of this Agreement.

Section 10.2           Liquidation

and Termination.

(a)            On

the commencement of winding up of the Company, the Board shall appoint one or more representatives, Members or other Persons as liquidator(s).

The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in

accordance with applicable Law. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators

shall continue to operate the Company with all of the power and authority of the Board. The steps to be accomplished by the liquidators

are as follows:

(i)            the

liquidators shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including

all expenses incurred in liquidation and the sum payable to the Managers or otherwise make adequate provision for payment and discharge

thereof and the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably

determine);

(ii)           after

payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 10.2(a)(i),

all remaining assets of the Company shall be distributed in accordance with Section 4.1 (taking into account, if applicable,

the provisions of Section 4.3), after giving effect to all prior Distributions, and a final allocation of all items of Income,

gain, Loss and expense shall be made in such a manner that, immediately before distribution of such remaining assets, the positive balance

of the Capital Account of each Member shall, to the greatest extent possible, be equal to the net amount that would be distributed to

such Member in accordance with Section 4.1 (after satisfaction of any financial obligations of each Member to the Company

under any provisions of this Agreement); and

(iii)          any

non-cash assets will first be written up or down to their Fair Market Value, thus creating hypothetical gain or loss (if any), which

hypothetical gain or loss shall be allocated to the Member’s Capital Accounts in accordance with the requirements of Regulations

Section 1.704-1(b) and other applicable provisions of the Code and this Agreement. If, in the good faith judgment of the liquidators,

a Company asset should not be liquidated, the liquidators shall distribute such asset on the basis of its Fair Market Value, subject

to the priorities set forth in Section 10.2(a)(i) and Section 10.2(a)(ii). In making such allocations, the

liquidators shall allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Members

ratably based upon the aggregate amounts to be distributed with respect to the Units held by each such holder.

Section 10.3           Complete

Distribution. The distribution to a Member in accordance with the provisions of Section 10.2 constitutes a complete return

to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all the Company’s

property.

Section 10.4           Final

Dissolution. On completion of the distribution of Company assets as provided herein, the Company shall be dissolved (and the Company

shall not be dissolved prior to such time), and the Board (or such other Person or Persons as applicable Law may require or permit) shall

file a final notice of dissolution with the Secretary of State of the State of Delaware and take such other actions as may be necessary

to complete the dissolution of the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until

it is finally dissolved pursuant to this Section 10.4.

Section 10.5           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 Section 10.2 to minimize any losses otherwise attendant upon such winding up.

Section 10.6            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 Company assets).

Section 10.7            HSR

Act. Notwithstanding any other provision in this Agreement, in the event that the Hart-Scott-Rodino Antitrust Improvements Act of

1976 (the “HSR Act”) is applicable to any Member by reason of the fact that any assets of the Company shall be distributed

to such Member in connection with the winding up and dissolution of the Company, the dissolution of the Company shall not be consummated

until such time as the applicable waiting periods (and extensions thereof) under the HSR Act have expired or otherwise been terminated

with respect to each such Member.

Section 10.8            Distribution

of Equity Securities of Subsidiaries. In connection with the distribution of Equity Securities of any Subsidiary of the Company,

each Member shall take any action necessary such that the rights and privileges that the Members have with respect to their Units immediately

prior to such distribution are afforded to such Members in the organizational and other documents of the applicable entity related to

such Equity Securities or otherwise, including entering into a stockholders or similar agreement containing such rights and privileges.

Article XI

GENERAL PROVISIONS

Section 11.1            Information.

(a)            With

respect to each of the Polaris Holder and the WHP Holder, the Company shall provide such Person:

(i)            as

soon as reasonably practicable, but in any event within one hundred eighty (180) days after the end of each Fiscal Year, (A) a balance

sheet as of the end of such year, (B) statements of income and of cash flows for such year, and (C) a statement of stockholders’

equity as of the end of such year, all such financial statements prepared in accordance with GAAP and audited and certified by independent

public accountants of nationally recognized standing selected by the Board;

(ii)           as

soon as reasonably practicable, but in any event within forty-five (45) days after the end of each quarter of each Fiscal Year, unaudited

statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity

as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (A) be subject

to normal year-end audit adjustments; and (B) not contain all notes thereto that may be required in accordance with GAAP);

(iii)          as

soon as reasonably practicable, but in any event within thirty (30) days after the end of each month, an unaudited income statement and

statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP

(except that such financial statements may (A) be subject to normal quarterly and year-end audit adjustments and (B) not contain

all notes thereto that may be required in accordance with GAAP);

(iv)          as

soon as reasonably practicable, but in any event at least ten (10) days before the end of each Fiscal Year, a budget and business

plan for next Fiscal Year prepared on a quarterly basis, including balance sheets, income statements, and statements of cash flow for

such quarters (and, for the avoidance of doubt, subject to Section 7.10);

(v)           such

other information relating to the financial condition, business, prospects, or corporate affairs of the Company as such Polaris Holder

or WHP Holder may from time to time reasonably request, including any information reasonably necessary by such Polaris Holder or WHP

Holder in connection with its reporting obligations under the Exchange Act; and

(vi)          during

normal business hours and upon reasonable prior notice by such Person, reasonable access to the senior executives, books and records

of the Company and its Subsidiaries, in each case in a manner as to not unreasonably interfere with the operations of the Company or

any of its Subsidiaries.

(b)            Polaris

Holder may, during regular business hours with at least ten (10) Business Days’ advance notice, and the Company shall provide

reasonable access so that the Polaris Holder may, not more than one (1) time per year, inspect or audit the Company’s books

of account and records and examine any or all documents and materials of the Company reasonably related to this Agreement, in each case

in a manner as to not unreasonably interfere with the operations of the Company or any of its Subsidiaries; provided that Polaris

Holder shall not be entitled to inspect, audit or examine any information to the extent that access to, or receipt of, such information

would, upon the advice of outside counsel, (x) adversely affect any attorney-client or work product privilege of the Company or

the WHP Holder or (y) result in a conflict of interest.

of the Polaris Holder and the WHP Holder expressly agrees to maintain, for so long as such Person is a Member and for two (2) years

thereafter, the confidentiality of, and not to disclose to any Person other than the Company, another Member, an Affiliate of a Member,

or a Person designated by the Company or any of the foregoing’s respective financial planners, accountants, attorneys or other

advisors, any information relating to the business, financial structure, financial position or financial results, clients or affairs

of the Company or any of its Subsidiaries that shall not be generally known to the public, except as otherwise required by applicable

Law or by any regulatory or self-regulatory organization having jurisdiction or by order of a court of competent jurisdiction, or by

customary public company reporting and disclosure obligations, in which case (except with respect to disclosure that is required in connection

with the filing of federal, state and local tax returns) prior to making such disclosure the Polaris Holder or the WHP Holder, as applicable,

shall give written notice to the Company describing in reasonable detail the proposed content of such disclosure and shall permit the

Company to review and comment upon the form and substance of such disclosure and allow the Company to seek confidential treatment therefor;

provided that each of the WHP Holder and the Polaris Holder shall be permitted to disclose such information to its current investors,

lenders or other financing sources to the extent required pursuant to the terms of the applicable financing arrangements and shall be

permitted to disclose to prospective investors, lenders or other financing sources subject to an agreement containing provisions substantially

the same as those of this Section 11.1(c).

(d)            From

and after the Effective Date, (x) for so long as the quarterly Compliance Certificate is required to be delivered to the WHP Administrative

Agent pursuant to the WHP Credit Agreement, within forty-eight (48) hours following submission to the senior lenders of the WHP Group

and (y) if the quarterly Compliance Certificate is no longer required to be delivered pursuant to the WHP Credit Agreement, within

five (5) Business Days after April 30, May 31, August 31 and November 30 each year, WHP Topco and the WHP Holder

shall provide the Polaris Holder: (i) a good faith calculation of WHP Topco EBITDA and Company EBITDA for the quarters ended December 31,

March 31, June 30 and September 30, respectively, and (ii) the quarterly Compliance Certificate.

(e)            From

and after the Effective Date, WHP Topco and the WHP Holder shall provide the Polaris Holder (i) an initial forecast of WHP Topco

EBITDA for the upcoming year by December 15th of each calendar year, and (ii) an updated projection of WHP Topco EBITDA for

such calendar year on a quarterly basis.

(f)            From

and after the Effective Date, WHP Topco and the WHP Holder shall provide the Polaris Holder with WHP Topco’s expected use of proceeds

for any upcoming liquidity transactions involving WHP Topco that would reasonably be expected to lead to a transaction resulting in an

IPO Exchange, WHP COC Exchange or WHP Asset Sale Exchange.

Section 11.2            Amendment.

Except as otherwise expressly provided in this Section 11.2 or Section 7.6, this Agreement may be amended, modified,

or waived only with the approval of the Board; provided that no amendment or modification of any provision of this Agreement that

would adversely affect the rights of a Member specifically granted such rights by name, title, or defined term or by reference to the

Units (including the quantity or relative proportion of Units) owned by such Member shall be effective without the prior written consent

of such Member. Notwithstanding the foregoing, amendments may be made to this Agreement from time to time by the Board without the consent

of any Member: (a) to correct any typographical or similar ministerial errors that do not adversely affect any Member in any respect

without such Member’s written consent, (b) to delete or add any provision of this Agreement required to be so deleted or added

by any applicable Law, (c) to take such actions as may be necessary (if any) to ensure that the Company will be treated as a partnership

for federal income tax purposes, (d) admit or substitute Members whose admission or substitution has already received the requisite

approval in accordance with this Agreement and (e) to update the Schedule of Units, Members and Contributions and effectuate

such technical and other amendments, supplements and modifications to this Agreement as may be required to, inter alia, implement

the admission of new or substituted Members or effect the issuance of additional Units pursuant to Section 3.2 (and subject

to Section 7.6(c)) or other similar matters so long as the applicable underlying change or action giving rise to the amendment

was consummated in accordance with the terms of this Agreement and received the requisite approvals. Further, notwithstanding anything

to the contrary in this Section 11.2, the Board is authorized to implement any and all amendments to this Agreement specifically

required by this Agreement.

Section 11.3            Remedies.

Each party 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 applicable 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 applicable Law, subject to the limitations set forth herein.

Section 11.4            Successors

and Assigns. All covenants and agreements contained in this Agreement shall be binding upon and shall inure to the benefit of the

parties hereto and their respective successors; provided that no Member, nor the Company, shall purport to assign or Transfer

all or any of its rights or obligations under this Agreement nor grant, declare, create or dispose of any right or interest in this Agreement

in whole or in part except with respect to a Transfer in accordance with the terms of this Agreement pursuant to Article IX,

and any attempted or purported assignment hereof not in accordance with the terms hereof shall be null and void ab initio; provided,

further, that no Person claiming by, through or under a Member, as distinct from such Member itself, shall have any rights as,

or in respect to, a Member (including any remedy, claim, liability, reimbursement, cause of action or other right).

Section 11.5            Severability.

Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective

to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision

or the remaining terms and provisions of this Agreement in any jurisdiction. If any provision of this Agreement is so broad as to be

unenforceable, then such provision shall be interpreted to be only so broad as is enforceable.

Section 11.6            Counterparts.

This Agreement may be executed simultaneously in two or more separate counterparts (including by facsimile, by electronic mail in “portable

document format” (.pdf) form or by any other electronic means intended to preserve the original graphic and pictorial appearance

of a document, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument),

any one of which need not contain the signatures of more than one party, but 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 11.7            Applicable

Law. This Agreement and all claims, actions, causes of actions and proceedings related to or in connection with 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 any judicial proceeding involving any dispute, controversy or claim arising

out of or relating to this Agreement or the Company or its operations, each of the Members and the Company unconditionally accepts the

exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, or if such court does not have jurisdiction, any

state or federal court located in the State of Delaware, and in each case the appellate courts to which orders and judgments thereof

may be appealed. In any such judicial proceeding, the Members agree that in addition to any method for the service of process permitted

or required by such courts, to the fullest extent permitted by applicable Law, service of process may be made by delivery provided pursuant

to the directions in Section 11.8. To the fullest extent permitted by applicable Law, the Members hereby irrevocably waive

any objection which they may now or hereafter have to the laying of venue of any claim, controversy or dispute arising out of or relating

to this Agreement or any of the transactions contemplated hereby brought in such courts or any defense of inconvenient forum for the

maintenance of such claim, controversy or dispute. Each of the Members agrees that a final and unappealable judgment in any such claim,

controversy or dispute shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified copy of which

shall be conclusive evidence of the fact and amount of such judgment, or in any other manner provided by applicable Law.

Section 11.8            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 or made when (a) delivered personally to the recipient, (b) sent

by facsimile to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same

day) if sent by facsimile before 5:00 p.m. New York time on a Business Day, and otherwise on the next Business Day, (c) one

(1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid) or (d) transmitted,

if sent by email transmission before 11:59 p.m. New York time on a Business Day, and otherwise on the next Business Day. Such notices,

demands and other communications shall be sent to the address for such recipient set forth on the Schedule of Units, Members and Contributions

attached hereto, or in the Company’s books and records, 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 the Company shall be deemed given

if received by at the principal location of the Company designated pursuant to Section 2.4.

Section 11.9            Creditors.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company 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 or security 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 Company profits, losses, Distributions, capital or property other than as a secured creditor.

Section 11.10            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. Any waiver by the Company or any Member of any covenant, duty, agreement or condition of this Agreement or to exercise

any right or remedy consequent upon a breach thereof shall only be effective if executed in writing by the party making such waiver.

Section 11.11            Waiver

of Jury Trial. Each of the parties hereto hereby waives, to the fullest extent permitted by law, any right to trial by jury of any

claim, demand, action, or cause of action (a) arising under this Agreement or (b) in any way connected with or related or incidental

to the dealings of the parties hereto in respect of this Agreement or any of the transactions related hereto, in each case whether now

existing or hereafter arising, and whether in contract, tort, equity, or otherwise. Each of the parties hereto 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 here 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. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING

WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,

THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.11.

Section 11.12            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 11.13            Entire

Agreement. This Agreement (including each Schedule and Exhibit attached hereto), the Transaction Documents, and those other

documents expressly referred to herein embody the complete agreement and understanding among the parties hereto and supersede and preempt

any prior understandings, agreements or representations by or among the parties hereto, written or oral, that may have related to the

subject matter hereof in any way.

Section 11.14            Delivery

by Email. 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

email with scanned attachment, 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 email to deliver a signature

or the fact that any signature or agreement or instrument was transmitted or communicated through the use of email as a defense to the

formation or enforceability of a contract, and each such party forever waives any such defense.

Section 11.15            Survival.

Notwithstanding anything to the contrary herein, Sections 1.1, 1.2, 7.4, 7.5, 8.4, 9.12, 11.1(c) and

11.3 through this Section 11.15 shall survive and continue in full force in accordance with its terms, notwithstanding

any termination of this Agreement or the dissolution of the Company.

Section 11.16            Termination.

Subject to Section 11.15, this Agreement shall automatically terminate upon the earlier of (a) the Polaris Holder ceasing

to hold any Units or other Equity Securities of the Company, including as a result of the consummation of IPO Exchange, WHP COC Exchange

or WHP Asset Sale Exchange, in each case, other than the right of the Polaris Holder to receive the applicable consideration in connection

with the applicable IPO Event, WHP COC or Significant Asset Sale or (b) the WHP Holder ceasing to hold any Units or other Equity

Securities of the Company.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned

have duly executed and delivered this Agreement as a deed on the date first set out above.

LANDS’ END, INC.

By:

/s/

Andrew J. McLean

Name:

Andrew J. McLean

Title:

Chief Executive Officer

LANDS’ END DIRECT MERCHANTS, INC.

By:

/s/ Peter L.

Gray

Name:

Peter L. Gray

Title:

President and Secretary

[Signature Page to

Amended and Restated LLC Agreement]

WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as a deed on the

date first set out above.

LE TOPCO, LLC

By:

/s/ Yehuda Shmidman

Name:

Yehuda Shmidman

Title:

President

LEWHP, LLC

By:

/s/ Yehuda Shmidman

Name:

Yehuda Shmidman

Title:

Chief Executive Officer

SOLELY FOR PURPOSES OF Article I,

Section 9.8 THROUGH Section 9.12 AND Article XI:

WH TOPCO, L.P.

By:

/s/ Yehuda Shmidman

Name:

Yehuda Shmidman

Title:

Chief Executive Officer

[Signature Page to

Amended and Restated LLC Agreement]

SCHEDULE OF UNITS, MEMBERS AND CONTRIBUTIONS

[Intentionally Omitted]

EXHIBIT A

Competitors

[Intentionally Omitted]

EXHIBIT B

Company EBITDA

[Intentionally Omitted]

EXHIBIT C

WHP Topco EBITDA

[Intentionally Omitted]

EXHIBIT C-1

Illustrative Calculation of WHP Topco EBITDA

[Intentionally Omitted]

EXHIBIT D

Joinder Agreement

The undersigned is executing

and delivering this Joinder Agreement pursuant to the Amended and Restated Limited Liability Company Agreement of LE Topco, LLC (the

“Company”), dated as of April 1, 2026 (as amended, supplemented or otherwise modified in accordance with the

terms thereof, the “LLC Agreement”). Capitalized terms used but not defined in this Joinder Agreement shall have the

respective meanings ascribed to them in the LLC Agreement.

By executing and delivering

this Joinder Agreement to the LLC Agreement, the undersigned hereby agrees to be admitted as a Member of the Company and to become a

party to, to be bound by, and to comply with the provisions of the LLC Agreement in the same manner as if the undersigned were an original

signatory to the LLC Agreement as a Member.

Accordingly, the undersigned

has executed and delivered this Joinder Agreement as of the ___ day of ____________, 20___.

Signature

of Member

Name of Member

Address

of Member

EXHIBIT E

Initial Budget

[Intentionally Omitted]

EXHIBIT F

Illustrative Calculations

[Intentionally Omitted]

EXHIBIT G

Specified Consideration

[Intentionally Omitted]

EXHIBIT H

Specified Matters

[Intentionally Omitted]

EX-2.3 — EXHIBIT 2.3

EX-2.3

Filename: tm2610714d1_ex2-3.htm · Sequence: 3

Exhibit 2.3

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED

BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THESE REDACTED TERMS

HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***].

License Agreement

This License Agreement (this “Agreement”)

is made and entered into as of April 1, 2026 (the “Effective Date”) by and between:

1. LE Topco, LLC, a Delaware limited liability company (“Licensor”);

2. Lands’ End Direct Merchants, Inc., a Delaware corporation (“Licensee”);

and

3. solely for the purposes of Section 20G, Lands’ End, Inc., a Delaware corporation

(“Guarantor”),

each of Licensor,

Licensee, and solely for purposes of Section 20G, Guarantor, a “Party”, and together the “Parties.”

WHEREAS, on and subject to the terms and

conditions herein, Licensor desires to grant to Licensee, and Licensee desires to receive from Licensor, a license to use the “Lands’

End” brand and certain other intellectual property for certain purposes.

NOW, THEREFORE, for good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1 Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings

given to them in Exhibit A of this Agreement.

2 Grant of License and Reservation of Rights.

A. Grant of License. On and subject to the terms and conditions of this Agreement, Licensor hereby

grants to Licensee, solely during the Term:

(i) an irrevocable (solely during the Term, subject to Section 17), sublicensable (as set forth

in Sections 2C and 19D), non-transferable (except as permitted under Section 19) exclusive (even as to Licensor)

right and license to use and display the Licensed IPR in the Territory:

a. for the design, manufacture, distribution, provision, import, use, sale, offering for sale, marketing

and promotion of Licensed Core Products and Licensed Services related thereto, for sales by or on behalf of Licensee or its Affiliates

through Permitted Trade Channels;

b. to operate Branded Stores;

c. to operate Branded Retail Platforms for sales to end consumers in the Territory;

d. for the design, manufacture, distribution, provision, import, use, sale, offering for sale, marketing

and promotion of gift cards issued for the purchase of Licensed Products or Licensed Services sold or provided by or on behalf of Licensee

or its Affiliates through Permitted Trade Channels;

e. to use and operate the domain names, social media handles and accounts and telephone numbers included

in the Licensed IPR; and

f. as incorporated into the legal entity names and trade names of (x) Licensee, (y) Licensee’s

subsidiaries, and (z) any other Affiliate of Licensee that is already using applicable Marks in its legal entity or trade name as

of the Effective Date; and

(ii) an irrevocable (solely during the Term, subject to Section 17), sublicensable (as set forth

in Sections 2C and 19D), non-transferable (except as permitted under Section 19)) non-exclusive right and license

to use and display the Licensed IPR worldwide:

a. on and in connection with the design, manufacture and supply of Licensed Products intended for sale in

and into the Territory;

b. for the design, manufacture, distribution, provision, import, use, sale, marketing and promotion of Licensed

Nonexclusive Products and any Licensed Services not licensed under Section 2A(i), for sales by or on behalf of Licensee or

its Affiliates through Permitted Trade Channels;

c. to make sales pursuant to Section 7E; and

d. as permitted in Section 2E.

B. Grant Subject to Other Third-Party Licenses. Notwithstanding anything in this Agreement to the

contrary, the rights granted to Licensee under this Agreement are subject to the rights granted as of the Effective Date to third parties

under the Existing Third-Party Licenses and to the ABL Agent pursuant to the ABL Agent License Agreement, and to the extent any of the

rights granted to Licensee under this Agreement conflict with rights granted as of the Effective Date to third parties under the Existing

Third-Party Licenses or to the ABL Agent pursuant to the ABL Agent License Agreement, then the rights granted to Licensee under this Agreement

shall be automatically narrowed, or Licensee’s scope of exclusivity reduced, to the extent necessary to resolve such conflict in

favor of the rights granted to the applicable third parties under the Existing Third-Party Licenses or the ABL Agent pursuant to the ABL

Agent License Agreement, as applicable.

C. Sublicensing. Licensee may, without Licensor’s consent, sublicense any of its rights, through

multiple tiers, solely within the scope of the license granted to Licensee under Section 2A (including restrictions regarding

the Territory, Licensed Products, Licensed Services and Permitted Trade Channels), in its reasonable judgment, to (i) its Affiliates,

(ii) customers (including distributors) and Permitted Retailers in connection with their purchase, resale and use of Licensed Products

and Licensed Services, and (iii) third-party service providers (including Manufacturers) solely for their provision of goods or services

to or on behalf of Licensee, Permitted Retailers or their respective Affiliates (collectively, the “Permitted Sublicensees”);

provided that any sublicenses granted by Licensee shall be made subject to terms concerning quality control at least as protective of

the Marks and the goodwill associated therewith as is set forth in this Agreement. For the avoidance of doubt, Licensee shall remain fully

liable to Licensor under the terms of this Agreement with respect to the acts of Licensee’s sublicensed Affiliates or its or their

agents (to the extent acting at the direction of Licensee or its sublicensed Affiliates) that would, if conducted by Licensee, constitute

a breach of this Agreement.

D. Exclusivity; Reservation of Rights.

(i) The Parties acknowledge and agree that, subject to Section 2B and Section 2D(ii),

(a) the license granted under Section 2A(i) is exclusive within the Permitted Trade Channels, as well as (1) within

the Territory, through any catalog (whether or not digital) or through a digital retail channel (including through websites, applications

or online (including social media) platforms), in each case, whether wholesale or non-wholesale, (2) with respect to Corporate Uniforms,

on a worldwide basis, and (3) with respect to cruise ships, on a worldwide basis (for so long as Licensee is permitted to make sales

through cruise ships), in each case of the foregoing clauses (1) through (3), whether or not a sale is made to or through a Permitted

Retailer (“Exclusive Channels”), and (b) Licensor shall not, and shall not grant any third party any right to,

design, manufacture, distribute, provide, import, sell, offer for sale, market or promote any Licensed Core Products within or through

any Exclusive Channels.

(ii) Without limitation of Licensee’s rights under Section 2A, and notwithstanding Section 2D(i),

Licensor reserves for itself the right to use, or license the use of, the Licensed IPR to: (a) conduct general marketing and promotion

of the Marks (e.g., ‘halo marketing’), including in the Territory; (b) use, design, manufacture, distribute, provide,

import, use, sell, market or promote (1) Licensed Products and Licensed Services in or through Permitted Licensor Trade Channels

or, solely with Licensee’s prior written consent (not to be unreasonably withheld, conditioned or delayed), Licensed Core Products

as part of Capsule Collections of co-branded products, provided that Licensee shall be deemed to have consented to such Capsule Collection

if Licensee does not notify Licensor of its withholding of consent to such Capsule Collection within ninety (90) days of its receipt of

notice regarding such proposed Capsule Collection from Licensor, and (2) any goods or services other than the Licensed Core Products;

(c) conduct or pursue (or authorize third parties to conduct or pursue) all activities set forth in the Existing Third-Party Licenses;

and (d) conduct or pursue all other purposes not granted to Licensee on an exclusive basis under this Agreement; provided that Licensor

shall not engage in any activities set forth in the foregoing clauses (a) through (d) in a manner that would reasonably be expected

to materially harm the reputation, goodwill or distinctiveness of the Licensed IPR, or any goodwill associated with any trademarks included

in the Licensed IPR. Subject to the foregoing sentence, Licensor shall not, and shall not grant any license or similar right to any other

person (other than Licensee) to, use or display any Licensed IPR during the Term within the scope of Licensee’s exclusive rights

under Section 2A(i).

(iii) Notwithstanding any limitations described in Section 2A or Section 2D(ii), except

as Licensee may reasonably agree, the license with respect to Exclusive Products shall be exclusive to Licensee throughout the world,

in all trade channels (subject to the terms of this Agreement), and Licensor shall not, and shall not grant any third party any right

to, design, manufacture, distribute, provide, import, sell, offer for sale, market or promote any Exclusive Products anywhere in the Territory,

except, in each case, for the distribution, provision, import, sale, offering for sale, marketing and promotion of Exclusive Products

that are purchased (directly or indirectly) from Licensee (including any such purchases made in accordance with Section 7E).

(iv) [***]

E. Sales Intended for the Territory; Limited Fulfillment Rights. The Parties acknowledge and agree

that the licenses granted under Section 2A are limited to the use and display of Licensed IPR for the marketing and promotional

activities directed at sales of Licensed Products and Licensed Services within the Territory. Licensee may, however, directly or through

its Permitted Sublicensees, use and display the Licensed IPR for the marketing and promotion of Licensed Products and Licensed Services

on and through media that is made available, or is otherwise accessible, both inside and outside the Territory, so long as (i) that

media is intended for customers within the Territory and (ii) Licensee does not take any action, including configuration of platform

settings, use of targeted advertising, search engine optimization, domain name selection or any other mechanism, in each case, that is

intended to direct or encourage sales or promotional activities outside the Territory. Licensee shall not knowingly make sales of Licensed

Products branded under the Marks or Licensed Services outside the Territory, except that, notwithstanding anything to the contrary, so

long as Licensee is in compliance with the preceding sentence of this Section 2E, Licensee shall not be in breach of this

Agreement if an end customer or consumer nevertheless purchases Licensed Products branded under the Marks through a digital retail channel

and has those products delivered to a jurisdiction outside the Territory in which no Non-Conflicting Third-Party Licensee has been granted

rights to sell similar products under the Marks, unless and until Licensor does grant, and provides written notice to Licensee that it

has granted, a Non-Conflicting Third-Party Licensee such rights with respect to such jurisdiction, whereupon (1) Licensee shall promptly

implement commercially reasonable technical measures reasonably satisfactory to the Parties intended to restrict or inhibit the sale of

Licensed Products branded under one or more of the Marks or the provision of the Licensed Services into such jurisdiction and (2) Licensee

will have ninety (90) days to cease such sales of similar Licensed Products in the applicable jurisdiction outside the Territory after

Licensee’s receipt of such written notice; provided, that any of the foregoing sales outside of the Territory pursuant to this Section 2E

(x) shall be on a non-exclusive basis, and (y) shall be subject to Royalties payable at the applicable Royalty rate and such

Royalties shall not count towards satisfaction of any Guaranteed Minimum Royalty. In addition to the reports set forth in Section 10A(i),

Licensee shall, upon Licensor’s reasonable request, promptly provide a list of extraterritorial jurisdictions in which Licensee

is generating sales and the amount of such sales. Notwithstanding anything to the contrary, Licensee shall not be required to, and it

shall not be a breach of this Agreement (including the licenses granted herein) not to, take measures to prevent sales if and to the extent

such measures, or the prevention of such applicable sales, is or are prohibited under then-current Applicable Laws (including those of

the European Union).

3 Third-Party Existing License Services and Other Operational Services.

A. Operational Services. Licensee shall (and shall ensure that its relevant Affiliates shall) use

commercially reasonable efforts to perform all of Licensor’s obligations in respect of Operational Services under each Existing

Third-Party License (and during such performance, use commercially reasonable efforts not to do, or omit to do, anything that puts Licensor

in breach of such obligations) in accordance with the terms of the applicable Existing Third-Party Licenses and the obligations set forth

thereunder. Without limiting the foregoing, during the twelve (12)-month period following the Effective Date (or, with respect to Item

3 of Exhibit G, for such longer period as Licensee may decide in its sole discretion), Licensee shall, at Licensor’s

written request, use its commercially reasonable efforts to perform the Operational Services described on Exhibit G with respect

to each Existing Third-Party License. The Parties will negotiate in good faith the scope of operational services (if any) to be provided

to any new Non-Conflicting Third-Party Licensees that are not licensees under Existing Third-Party Licenses, including the fees (if any)

due to Licensee in return for such services.

B. Royalty and Fulfillment Payments Under Existing Third-Party Licenses. Licensee shall receive all

applicable Third-Party Operational Payments as set forth in Sections 3B(i) and 3B(ii). Licensor shall not modify or

amend in any material respect any Existing Third-Party License in a manner that would modify any obligations associated with any applicable

Operational Services, or reduce any Third-Party Operational Payments due or payable thereunder; provided that the Parties shall consult

with each other in good faith to discuss any proposed or desired modification or amendment to any Existing Third-Party License that would

reasonably be expected to modify any Third-Party Operational Payments due or payable thereunder.

(i) If Licensor is, as between the Parties and the applicable licensee under an Existing Third-Party License,

the initial recipient of Third-Party Operational Payments, Licensor shall promptly, within fifteen (15) days after the end of the Royalty

Period during which Licensor has received such Third-Party Operational Payments from an applicable licensee, pay to Licensee all such

Third-Party Operational Payments received from the applicable licensee.

(ii) If Licensee is, as between the Parties and the applicable licensee under an Existing Third-Party License,

the initial recipient of payments or fees paid by or on behalf of the customer of an applicable licensee under an Existing Third-Party

License, Licensee shall pay (a) to Licensor, within fifteen (15) days after the end of the Royalty Period during which Licensee has

received such a payment, all applicable amounts received that are due to Licensor as Third-Party IP Payments under the Existing Third-Party

License (which, for the avoidance of doubt, shall not be construed as Royalties or count towards satisfaction of any Guaranteed Minimum

Royalty) and (b) to the applicable licensee, in accordance with the timelines required under the applicable Existing Third-Party

License, all amounts due to that licensee under the Existing Third-Party License; provided that Licensee shall retain the Third-Party

Operational Payments due to Licensee for its provision of Operational Services.

C. Cooperation. The Parties shall reasonably cooperate to enable their respective performance of the

Existing Third-Party Licenses in a manner acceptable to both Parties. The Parties shall meet at least once per year to review Third-Party

Operational Payments charged under the Existing Third-Party Licenses (or under new Non-Conflicting Licenses that are approved by the Parties

pursuant to Section 3A). Licensor shall consider in good faith any request from Licensee to, to the greatest extent permitted

under those Existing Third-Party Licenses, increase the Third-Party Operational Payments due under such Existing Third-Party Licenses

(or under new Non-Conflicting Licenses that are approved by the Parties pursuant to Section 3A) as reasonably requested by

Licensee to account for Licensee’s or its applicable Affiliates’ increased costs for providing the applicable services thereunder.

4 Payments.

A. Royalties and Guaranteed Minimum Royalties.

(i) Licensee shall pay the Guaranteed Minimum Royalties and Royalties to Licensor on the terms and timings

as set out in this Agreement.

(ii) For avoidance of doubt, the Parties agree that the Guaranteed Minimum Royalties shall not be cross-collateralized

on a year-to-year basis (i.e., no shortfalls in any Contract Year may be applied to or against any other Contract Year).

(iii) The Parties shall, promptly following the Effective Date, negotiate in good faith to determine the Royalty

rate applicable [***]. As part of such negotiation, the Parties may also agree in writing to adjust other Royalty rates. The Parties acknowledge

that the Royalty rate for [***] may be subject to certain adjustments based on volumes of goods sold or on the passage of time, as agreed

between the Parties.

B. Invoicing and Payment.

(i) Licensee shall pay to Licensor the Royalty for each Royalty Period in arrears within fifteen (15) days

following the end of the relevant Royalty Period.

(ii) Licensee shall pay to Licensor the Balancing Payment for each GMR Period in arrears within thirty (30)

days following the end of the relevant GMR Period. If the Balancing Payment for any GMR Period is equal to or less than zero (0), then

no Balancing Payment shall be payable in respect of such GMR Period.

(iii) In any Contract Year, royalties payable under this Agreement shall not exceed the greater of (a) the

Guaranteed Minimum Royalty applicable to such Contract Year or (b) the actual Royalties due in such Contract Year.

If, at the end of any GMR Period during a Contract Year, the Balancing Payments plus Royalties actually paid by Licensee with respect

to the applicable Contract Year (net of any deductions made by Licensee as allowed below) exceed both (1) the Quarterly GMR Amounts

already due during that Contract Year and (2) the actual Royalties that would otherwise be due with respect to such Contract

Year if no Guaranteed Minimum Royalty applied, then Licensee may deduct (at the end of an applicable GMR Period or at the end of the Royalty

Period following the end of an applicable GMR Period) such excess amounts from payments due solely with respect to the applicable Contract

Year, or be reimbursed for such excess amounts at the end of the then-applicable Contract Year. For the avoidance of doubt, the intent

of this Section 4B(iii) is to ensure that year-to-date payments of Balancing Payments plus actual Royalties paid (net

of deductions and reimbursements), at the end of any GMR Period and at the end of any Contract Year, do not exceed the greater of the

Quarterly GMR Amounts already due during that Contract Year or the actual Royalties. In no event shall, at the end of any GMR Period

or the end of any Contract Year, the amount of the Balancing Payments plus Royalties actually paid (net of deductions and reimbursements)

by Licensee to Licensor with respect to the applicable Contract Year be lower than the greater of (x) the Quarterly GMR Amounts already

due during that Contract Year (and with respect to the end of the Contract year, the Guaranteed Minimum Royalty applicable to such Contract

Year) or (y) the actual Royalties due for such Contract Year.

(iv) In any instance where this Agreement requires that Licensee make any payment (other than in respect of

the payment of Guaranteed Minimum Royalties, Royalties or other payment under this Section 4) to Licensor, or to reimburse

Licensor for any cost or expense, then (unless the applicable provision of this Agreement expressly provides otherwise) Licensee shall

make such payment to Licensor within thirty (30) days following receipt of an invoice relating to the same from Licensor.

(v) Notwithstanding anything to the contrary set forth herein, any amounts withheld pursuant to Section 9.12(k) of

the LLC Agreement shall be deemed to have been paid by Licensee to Licensor as of the date the Polaris Holder (as defined in the LLC Agreement)

would, but-for the terms of Section 9.12(k) of the LLC Agreement, have otherwise been entitled to receive such withheld amounts

in connection with any IPO Event (as defined in the LLC Agreement), WHP COC (as defined in the LLC Agreement) or a WHP Asset Sale Exchange

(as defined in the LLC Agreement).

C. Taxes.

(i) All payments made by Licensee to Licensor under this Agreement shall be made without withholding or deduction

of any tax unless Licensee is required by Applicable Law to make such a payment subject to the deduction or withholding of tax, in which

case, (x) Licensee shall be entitled to make such deduction or withholding, (y) the sum payable by Licensee in respect of which

such deduction or withholding is required to be made shall be increased to the extent necessary such that, after making such deduction

or withholding (including such deduction or withholding applicable to additional sums payable under this Section 4C), Licensor

receives a sum equal to the sum which Licensor would have received had no such deduction or withholding been made, and (z) Licensee

shall furnish Licensor with an official receipt or other evidence reasonably satisfactory to Licensor regarding payment of such withholding

taxes reasonably promptly after any request by Licensor therefor. If any such taxes are withheld and collected but not paid when due,

all resulting penalties and interest related thereto shall be borne by Licensee unless such failure to pay is caused by the provision

of incorrect or incomplete information by Licensor. Licensor and Licensee each shall provide to the other a properly completed and duly

executed Internal Revenue Service Form W-9 prior to any payments being made hereunder and shall promptly update such form if any

such form previously delivered expires or becomes obsolete in any respect. The Parties shall reasonably cooperate to reduce or eliminate

any such withholding taxes to the extent permitted by Applicable Law, including by providing any information or documentation as may be

necessary to obtain any available exemption from or reduction of any such withholding tax. All sales, use, value added, local privilege

or excise taxes, tariffs, customs duties or similar charges, which are levied or imposed upon any of the Licensed Products or Licensed

Services sold or provided by or on behalf of Licensee or its Affiliates, shall be Licensee’s responsibility; provided that, for

the avoidance of doubt, Licensor shall be responsible for any taxes imposed with respect to Licensor’s net income or real or personal

property.

(ii) If Licensor receives a refund or credit in respect of any taxes with respect to which Licensee has paid

additional sums pursuant to Section 4C(i) or as to which Licensor has been indemnified by Licensee, then Licensor shall

promptly pay, or cause to be paid, to Licensee the amount of such refund or credit (net of reasonable and documented out-of-pocket expenses

with respect to obtaining such refund or credit) and without any interest (other than any interest paid by the relevant governmental authority

with respect to such refund or credit). Notwithstanding anything to the contrary in this Section 4C(ii), in no event will

Licensor be required to pay any amount to Licensee pursuant to this Section 4C(ii) the payment of which would place Licensor

in a less favorable net after-tax position than Licensor would have been in if the tax giving rise to such refund or credit had not been

deducted, withheld or otherwise imposed and the additional sums or indemnification payments with respect to such tax had never been paid.

(iii) The Parties intend that this Agreement be treated as a license for U.S. federal income tax purposes (the

“Intended Tax Treatment”). No Party shall take any position on any tax return or in any proceeding with respect to

taxes inconsistent with the Intended Tax Treatment, except to the extent otherwise required by a determination within the meaning of Section 1313(a) of

the Internal Revenue Code of 1986, as amended.

D. Currency. Unless expressly provided otherwise, all monetary amounts referenced herein refer

to United States Dollars. All payments made by Licensee to Licensor under this Agreement shall be made in United States Dollars.

Any payments calculated by reference to Net Sales (or otherwise) in a currency other than United States Dollars shall be computed by reference

to the average conversion rate of the applicable currency into United States Dollars, as quoted in the Wall Street Journal online

(or as otherwise agreed by the Parties), across the Royalty Period in which the applicable payment was due.

E. Payments by Wire. Licensee shall be solely responsible for any of its costs or fees associated

with making all payments to Licensor as required under this Agreement, including wire transfer fees. All payments made by Licensee

to Licensor under this Agreement shall be made by wire transfers of immediately available funds, to the bank account information provided

by Licensor to Licensee in writing (as Licensor may modify from time to time upon fourteen (14) days’ prior written notice to Licensee);

provided that the first time Licensee wires money to such bank account, Licensee’s designated payment representative shall confirm

such account information by telephone call with Licensor’s Chief Financial Officer.

F. Acceptance Not a Waiver. Acceptance of any payment(s) by Licensor shall not be deemed a waiver

by Licensor of any of its rights, remedies or defenses under this Agreement with respect to such payment(s) or otherwise.

G. Payment Defaults. If Licensee fails to timely make any payment of Guaranteed Minimum Royalties

or undisputed payment of Royalties to Licensor in full within [***] of Licensee’s receipt of written notice of its failure to make

such payment, then, without limitation of Licensor’s rights and remedies under this Agreement (including any termination right),

with respect to such payment default:

(i) Licensee shall pay Licensor interest on the unpaid balance from the date on which such amount is due until

the day of actual payment at a rate equal to the lesser of (x) [***] and (y) the maximum rate of interest allowed by Applicable

Law; provided, that if it is determined, upon the resolution of a good-faith Royalty dispute, that the unpaid and overdue amount of Royalties

that Licensee disputed and actually owes is less than [***] of the Total Amount, then interest shall instead accrue from the date of resolution

of the dispute until the date of payment. For purposes of the foregoing, the “Total Amount” means all aggregate amounts

that were disputed and undisputed, collectively, that are reasonably associated with the portion of the payment that was disputed.

(ii) All Royalty rates set forth in the definition of “Royalties” shall, from the date of such

payment default (or, solely with respect to defaults regarding the payment of Royalties, from the date of such undisputed payment default)

until the greater of (a) the remainder of the then-current Contract Year and (b) the date that is six (6) months after

the date of Licensor’s receipt of Licensee’s payment of such unpaid balance, increase [***] for Net Sales for such period.

(iii) Licensee shall reimburse Licensor for Licensor’s costs of collection, including Licensor’s

reasonable legal fees.

H. Royalty Adjustment Amount. Subject to Exhibit J(H), within ten (10) Business Days

following the end of each calendar quarter, prior to calculating Excess Cash (as defined in the LLC Agreement) or making any distributions

to its members (including pursuant to Section 4.1 of the LLC Agreement) with respect to such quarter, Licensor shall deliver

to Licensee: (i) a report setting forth, with respect to such calendar quarter, the amount of Licensor Royalties collected during

the then-current calendar year through such quarter (or, if such quarter is the last quarter of the calendar year, the preceding calendar

year through such quarter), together with all Licensor Royalties collected during prior calendar quarters (if any) of such calendar year,

the Excess Licensor Royalties collected during the then-current calendar year through such quarter (or, if such quarter is the last quarter

of the calendar year, the preceding calendar year through such quarter), and the aggregate Royalty Adjustment Amount payable to Licensee

in such quarter in accordance with Exhibit J and this Section 4H (each, a “Royalty Adjustment Report”),

and (ii) by wire transfer, any Royalty Adjustment Amount required to be paid by Licensor to Licensee in accordance with Exhibit J

and this Section 4H.

I. No Offsets. Except to the extent expressly provided for herein, neither Party shall be permitted

to withhold or offset from payments due to the other Party any sums allegedly or actually due by such Party.

5 Term.

A. Initial Term. This Agreement shall commence on the Effective Date and, subject to Section 5B,

continue until the earlier of the expiration of the Initial Term (on which date the Initial Term shall automatically expire) and its termination

in accordance with its terms.

B. Renewal Term. The Term of this Agreement shall automatically and immediately renew for up to twelve

(12) successive, consecutive Renewal Terms unless Licensee delivers written notice of its intent to terminate this Agreement upon the

expiration of the then-current Term no later than twenty-four (24) months prior to expiration of the then-current Term; provided that,

on the date that Licensee provides any such notice of renewal, Licensee must not be in breach of its obligations to timely pay Guaranteed

Minimum Royalties and undisputed Royalties, or this Agreement is otherwise terminated in accordance with Section 17. Licensor

and Licensee acknowledge and agree that the licenses granted to Licensee hereunder are not perpetual.

6 Design and Manufacture.

A. Costs and Expenses. As between the Parties, Licensee shall be solely responsible for all costs

and expenses relating to its design and manufacture of Licensed Products by or on behalf of Licensee.

B. Design Approvals. Neither Licensee nor its Affiliates shall require Licensor’s approval to

update existing designs, or create and finalize new designs, of Licensed Products branded under one or more of the Marks where the quality

of such updated or new designs is substantially consistent with the quality of the designs of Licensed Products that were sold by or on

behalf of Licensee or its Affiliates in the Territory in the twelve (12) months immediately preceding the Effective Date.

C. Tech Packs. Within thirty (30) days after (i) the Effective Date, (ii) the end of each

season during each Contract Year (it being acknowledged and understood that, as of the Effective Date, Licensee has two annual seasons)

and (iii) termination or expiration of the Term, Licensee shall deliver to Licensor digital copies of any Tech Packs in Licensee’s

custody, possession or control as are reasonably requested by Licensor and that were developed by or on behalf of Licensee with respect

to the design and manufacture of Licensed Products branded under the Marks (which Tech Packs, in the case of clause (i), are used for

Licensed Products currently sold by Licensee as of the Effective Date, and, in the case of clause (ii) and clause (iii), were developed

within the preceding season); provided that Licensor shall pay to Licensee any out-of-pocket costs agreed to by the Parties in advance

and reasonably incurred by Licensee to prepare and deliver (to the extent any such Tech Packs are not in Licensee’s or any of its

Affiliates’ custody, possession or control), or to digitize, any such copies of Tech Packs. If Licensee from time to time introduces

additional collections outside of Licensee’s typical seasonal cadence, then upon Licensor’s reasonable request, Licensee shall

also deliver digital copies of applicable Tech Packs to Licensor upon the same terms set forth in the preceding sentence. Licensee hereby

grants Licensor a perpetual, sublicensable (solely to Licensor’s Affiliates, Non-Conflicting Third-Party Licensees and to any of

Licensor’s, any of its Affiliates’ and any Non-Conflicting Third-Party Licensees’ distributors and service providers

solely for their provision of goods or services to or on behalf of Licensor, Licensor’s Affiliates or Non-Conflicting Third-Party

Licensees), non-exclusive and royalty-free license under any intellectual property rights in such delivered Tech Packs that Licensee has

the right to license to Licensor (in accordance with the terms hereof) to use any such delivered Tech Packs for the purpose of promoting

the Marks and products and services branded under the Marks in a manner consistent with the quality control provisions set forth in this

Agreement.

D. Manufacture. As between the Parties, Licensee shall be solely responsible for all costs and expenses

relating to the manufacture of Licensed Products by Licensee or its Permitted Sublicensees acting on behalf of Licensee. Licensee may

subcontract manufacturing in its discretion, subject to the terms and conditions of this Agreement.

7 Distribution and Sales.

A. Pricing. As between Licensor and Licensee, Licensee shall have sole discretion to set its pricing

for the sale of Licensed Products branded under one or more of the Marks and Licensed Services, taking into account the prestige of the

Marks and high-quality products associated therewith.

B. Permitted Retailers.

(i) Licensee and its Permitted Sublicensees may make sales of Licensed Products branded under one (1) or

more of the Marks or Licensed Services through a catalog (whether or not digital) or through any digital retail channel of a Permitted

Retailer (including through websites, applications or online (including social media) platforms), whether wholesale or non-wholesale,

to or through any Permitted Retailers or directly to consumers in accordance with the terms of this Agreement.

(ii) If Licensee wishes to make, directly or indirectly, any sales through a catalog (whether or not digital)

or through a digital retail channel (including through websites, applications or online (including social media) platforms), whether wholesale

or non-wholesale, to any person, other than a Permitted Digital Retailer or directly to a consumer (such other persons, each, a “New

Digital Retailer”), Licensee shall provide Licensor with written notice thereof. Solely upon Licensor’s prior written

approval of any such New Digital Retailer (such consent not to be unreasonably conditioned, delayed or withheld), Licensee and its Permitted

Sublicensees shall be permitted to make sales to such New Digital Retailer in accordance with the terms of this Agreement and Exhibit C

shall be updated to include such New Digital Retailer.

(iii) If Licensee wishes to make, directly or indirectly, any sales through a wholesale or non-wholesale channel

(other than through a catalog (whether or not digital) or digital retail channel) to any person, other than a Permitted Digital Retailer

or directly to a consumer (such other persons, each, a “New In-Store Retailer”), Licensee shall provide Licensor with

written notice thereof; provided that Licensee shall not make or agree to make any sales through any New In-Store Retailer in violation

of any Existing Third-Party License. Solely upon Licensor’s prior written approval of any such New In-Store Retailer (such consent

not to be unreasonably conditioned, delayed or withheld), Licensee and its Permitted Sublicensees shall be permitted to make sales to

such New In-Store Retailer in accordance with the terms of this Agreement.

(iv) If a particular person constituting a Permitted Retailer has engaged in activity related to the promotion

or sale of Licensed Products or Licensed Services that would, if such activity were engaged by Licensee, constitute a material breach

of this Agreement, or such activity would reasonably be expected to materially harm the reputation, goodwill or distinctiveness of Licensed

IPR, or any goodwill associated with any trademarks included in the Licensed IPR, then (i) Licensee shall promptly use commercially

reasonable efforts to cause such Permitted Retailer to remediate such breach promptly and (ii) Licensor shall have the right to remove

such person from the definition of Permitted Retailer, with such removal effective upon the date reasonably agreed to by Licensee and

Licensor (but no later than the end of the applicable Contract Year); provided that, except in the event that doing so would irreparably

harm the Marks or the reputation or goodwill associated with the Marks or the reputation and good standing of Licensor, Licensee shall

have the right to fulfill any then-existing orders already received from such person, with any such sales counting toward Gross Sales

for purposes of this Agreement.

C. Brick-and-Mortar Sales.

(i) As between the Parties, Licensee shall be solely responsible for all costs and expenses relating to the

operation of its Branded Stores.

(ii) Licensee shall, and shall cause its relevant Affiliates to, operate any Branded Store in a manner that

is in material compliance with Applicable Law and the terms of this Agreement. Licensee shall not, and shall cause its Permitted Sublicensees

not to, advertise any “going out of business” or “all stores closing” sale at or for any of the Branded Stores

without Licensor’s prior written approval (such approval by Licensor not to be unreasonably withheld); provided that nothing in

this Agreement shall prohibit Licensee and its Permitted Sublicensees from, in their reasonable business judgment, conducting “store

closing” and “everything on sale” or “everything must go” or similar clearance sales (or substantially similar

messaging) with respect to particular store locations.

D. Retail Platform Sales, Including Branded E-Com Sites.

(i) Licensee shall provide Licensor with prompt notice of any new Branded Retail Platform or Licensee Retail

Platform through which it is selling or offering to sell Licensed Products branded under one (1) or more of the Marks or Licensed

Services, other than (a) those already identified on Exhibit D or (b) those that are created in connection with

Licensee’s sale of (x) Corporate Uniforms branded under any of the Marks to an identified corporation or other organization

(including sales to employees or others affiliated with an identified corporation or other organization) or (y) School Uniforms branded

under any of the Marks to an identified school or collection of schools (or to students of such schools), in each case of (x) and

(y), through a Branded Retail Platform or Licensee Retail Platform other than through a domain name or other platform already identified

on Exhibit D (the Branded Retail Platform or Licensee Retail Platform referenced in (x) and (y), collectively, “Corporate

and School Platforms”); provided that Licensee shall provide notice to Licensor of any newly created Branded Retail Platform

or Licensee Retail Platform in (b) on an annual basis pursuant to its obligations in Section 10F.

(ii) As between the Parties, Licensee shall be solely responsible for all costs and expenses relating to the

operation of its Branded Retail Platforms or Licensee Retail Platforms; provided that Licensor shall be solely responsible for all costs

and expenses (including registration and renewal costs) relating to the maintenance of the Licensed IPR (including the domain names, telephone

numbers and social media handles (and any accounts associated therewith)) included in Licensed IPR, and Licensor shall promptly reimburse

Licensee for any applicable and reasonable out-of-pocket costs payable to third parties in connection therewith.

(iii) Licensee shall not, and shall cause its relevant Affiliates not to, operate any Branded Retail Platform

or any Licensee Retail Platform in a manner that is in breach of Applicable Law or the terms of this Agreement.

E. Sales To or For Non-Conflicting Third-Party Licensees.

(i) Licensor shall, upon Licensee’s request, use commercially reasonable efforts to encourage Non-Conflicting

Third-Party Licensees to attend Licensee’s “markets” described in Section 7E(ii).

(ii) [***], Licensee shall, at Licensee’s cost and expense, hold and operate “markets” where

Licensee will provide to Non-Conflicting Third-Party Licensees (a) information concerning the Licensed Products branded under one

or more of the Marks that Licensee plans to make available to such parties for purchase within the following season (“Market

Products”) and (b) the opportunity to purchase (at the Non-Conflicting Third-Party Licensee’s expense) a representative

sample line of such Market Products, with a limited and representative assortment of styles, colorways and sizes. Licensee shall use commercially

reasonable efforts to facilitate Non-Conflicting Third-Party Licensees’ ability to place orders for Market Products for which Licensee

is simultaneously placing purchase orders in production, on net payment terms that are comparable to the terms received by Licensee from

the applicable manufacturer, [***]. Licensee’s obligation to facilitate the sale of Market Products to Non-Conflicting Third-Party

Licensees shall be subject to [***].

(iii) Licensor shall provide Licensee with reasonable prior notice of, and upon Licensee’s request shall

use commercially reasonable efforts to procure that Licensee is invited to attend, any similar “markets” held or operated

by any of its Non-Conflicting Third-Party Licensees which involve or include any products or services provided or proposed to be sold

under any Marks in any jurisdiction of the world.

(iv) Licensor shall not be liable or responsible for the execution or performance of any contractual or other

commitments (including those under this Section 7E) between Licensee or its relevant Affiliate and any Non-Conflicting Third-Party

Licensees.

(v) Any sales by Licensee (or of its relevant Affiliates) to Licensor or Non-Conflicting Third-Party Licensees

pursuant to this Section 7E shall be excluded from the definition of Gross Sales and shall neither be subject to payments

of Royalties nor count towards satisfaction of any Guaranteed Minimum Royalty. Licensee shall not, and shall have no right to, off-set

its Royalties or Guaranteed Minimum Royalties against any portion of any sale of a Licensed Product, its purchase of any Licensed Product

or any costs or expenses incurred by Licensee or its relevant Affiliates in connection with this Section 7E. Additionally,

all sales by Licensee of Licensed Products branded with a Mark on a consignment basis shall be royalty-free for Licensee so long as the

applicable third party whose products are being sold on a consignment basis has an obligation to pay royalties directly to Licensor or

Licensor’s designee.

(vi) Upon the reasonable request of Licensor, Licensee shall, unless Licensee determines in its reasonable

and good faith discretion that such listing would be inconsistent with (x) the presentation of a reasonable collection comprising

an assortment of Licensed Products alongside a reasonable quantity of third-party products or (y) the types of products Licensee

intends to list and sell on such Branded E-Com Site, permit a Non-Conflicting Third-Party Licensee to list and sell products branded under

one or more of the Marks (other than Prohibited Products) on any Branded E-Com Site; provided that [***].

F. Customer Information. To the maximum extent permitted by Applicable Law, Licensee shall, promptly

following expiration or termination of this Agreement, share with Licensor the customer information (including, for the avoidance of doubt,

contact information for school, corporate and other business customers) collected or received by Licensee and its Permitted Sublicensees

in the course of making sales in connection with the rights granted to Licensee under this Agreement (such customer information permitted

to be provided to Licensor, “Customer Information”). Notwithstanding anything to the contrary set forth herein, prior

to Licensee and its Permitted Sublicensees delivering any Customer Information to Licensor, the Parties shall, acting reasonably and in

good faith, enter into a data sharing agreement reflecting then-current Applicable Law if and to the extent necessary to provide such

Customer Information in accordance with this Agreement.

G. Customer Service. With respect to the sale of Licensed Products branded under one or more of the

Marks or Licensed Services, Licensee shall, and shall cause its relevant Affiliates to, provide customers with customer service consistent

in all material respects with the standards, and provide warranties at least as favorable as the terms, that are either (i) maintained

by Licensee during the twelve (12) months prior to the Effective Date (and in any event in compliance with Applicable Law) or (ii) that

is otherwise consistent with the then-current industry practice for manufacturers and sellers of Licensed Products or Licensed Services

under comparable brands.

H. Unauthorized Sales. If Licensee or its Permitted Sublicensees at any time makes any sales of Licensed

Products or Licensed Services in breach of this Agreement to any unauthorized customer, then, without limitation of any and all rights

and remedies which Licensor may have arising from such breach, Licensee shall pay to Licensor [***] (“Penalty Payments”),

and such Penalty Payments shall not be applied towards satisfaction of any minimum thresholds or minimum payments under this Agreement.

The Parties hereby agree that this liquidated damage provision is reasonable in light of the anticipated or actual harm caused by a breach

of this Section 7, the difficulties of proof of loss, and the inconvenience or infeasibility of otherwise obtaining an adequate

remedy.

I. Sales to Affiliates. The Parties agree that Gross Sales are made, and Royalties accrue, only on

sales by Licensee or any Affiliate of Licensee, or, as applicable, by a Permitted Sublicensee, to end customers, consumers or distributors

that are not Affiliates of Licensee. Gross Sales exclude, and Royalties will not accrue on, any sales to any Affiliates of Licensee (or,

as applicable, as between Permitted Sublicensee and their Affiliates) until a sale to end customers, consumers or distributors.

8 Promotion.

A. Licensor Marketing. Notwithstanding anything to the contrary in this Agreement, Licensor may, at

its own expense, conduct general marketing and promotion of the Marks (e.g., ‘halo marketing’) in the Territory; provided

that Licensor shall not engage in any marketing or promotion that would reasonably be expected to materially harm the reputation, goodwill

or distinctiveness of the Marks.

B. Licensee Marketing.

(i) Licensee, at its own expense, shall be responsible for its own marketing and promotional initiatives specifically

designed to market and promote the Marks, Licensed Products, Branded Stores and Branded Retail Platforms in the Territory throughout the

Term (“Marketing Activities”). Licensee shall not engage in any marketing or promotion that would reasonably be expected

to materially harm the reputation, goodwill or distinctiveness of the Marks. Licensee shall use its reasonable efforts in good faith to

undertake Marketing Activities to promote the Marks and Licensed Products and Licensed Services in the Territory in accordance with its

business plan, which shall be in Licensee’s sole discretion.

(ii) Without limiting the foregoing, Licensee shall, during the three (3) Contract Years following the

Effective Date, spend [***] (the “Marketing Percentage”) [***], on payments made to third parties to market the Licensed

Products and Licensed Services in the Territory. Such payments may include, by way of example, payments for: digital media (e.g., asset

creation, boosting, YouTube / Instagram / TikTok videos, paid ads, viral challenges, and creating content, including organic and paid

promotion on social media); digital advertising (search, email marketing and banners); catalogs (whether physical or digital); brand ambassadors &

influencer partnerships (e.g., paid brand ambassadors, paid influencers, YouTubers, and TikTok creators); creative (e.g., production

budgets for lifestyle photoshoots); experiential activations (e.g., performances by paid talent, QR codes that unlock exclusive

content, and related activations, celebrity appearances, all of which are intended primarily to build brand affinity, drive foot traffic,

and enhance the brand experience); traditional and paid advertising (e.g., all ads (but expressly excluding coupons) in distribution

outside of stores to garner impressions, including advertising: newspapers, catalogs, television, radio, podcasts, online press release,

digital ads, cost of executions including paid partnerships/stunts/placement, advertising and marketing agency spend if directly related

to brand, exclusive advertising and umbrella marketing); and promotional events and giveaways. Licensee shall provide Licensor with annual

reports identifying and substantiating such marketing payments and expenditures within thirty (30) days following the end of each Contract

Year.

(iii) After that initial three (3)-year period, and every three (3) years thereafter (or some other time

agreed to by the Parties), the Parties shall meet to discuss Licensee’s Marketing Activities and any adjustments to the Marketing

Percentage on a go-forward basis to reflect a level similar to similarly situated companies (taking into account digital and e-commerce

activity and brick-and-mortar retail operations) in the specialty retail apparel industry; provided that if the Parties are unable

to agree on such adjustments, then Licensee may in good faith adjust its Marketing Percentage to reflect a level similar to similarly

situated companies (taking into account digital and e-commerce activity and brick-and-mortar retail operations) in the specialty retail

apparel industry.

C. Provision of Marketing Materials. Within thirty (30) days of the Effective Date, Licensee shall,

at Licensor’s sole cost and expense, deliver to Licensor a digital copy of Marketing Materials in Licensee’s custody, possession

or control as of the Effective Date that are reasonably requested by Licensor, which may include specified, reasonably limited amounts

of archival materials. Thereafter, Licensee shall, (a) at the start of each season during the Contract Year, upon the reasonable

request of Licensor, deliver to Licensor (or any Non-Conflicting Third-Party Licensee, as requested) copies, as reasonably available to

Licensee at the time such request is made, of samples of Marketing Materials intended to be used by Licensee for the upcoming season,

and (b) from time to time during the Term, upon the reasonable request of Licensor, deliver to Licensor (or any Non-Conflicting Third-Party

Licensee, as requested) copies of specified, reasonably limited amounts of archival Marketing Materials in Licensee’s custody, possession

or control, as are reasonably requested by Licensor. Licensee hereby grants Licensor a perpetual, sublicensable (solely to Licensor’s

Affiliates, Non-Conflicting Third-Party Licensees and to any of Licensor’s, any of its Affiliates’ and any Non-Conflicting

Third-Party Licensees’ distributors and service providers solely for their provision of goods or services to or on behalf of Licensor,

Licensor’s Affiliates or Non-Conflicting Third-Party Licensees), non-exclusive and royalty-free license under any intellectual property

rights in such delivered Marketing Materials that Licensee has the right to license to Licensor (in accordance with the terms hereof)

to use any such delivered Marketing Materials for the purpose of promoting the Marks and products and services branded under the Marks

in a manner consistent with the quality control provisions set forth in this Agreement. Licensor shall promptly reimburse Licensee for

(i) the reasonable out-of-pocket costs of making additional copies of Marketing Materials requested by Licensor, and (ii) the

actual incremental cost of distributing or exercising other rights needed to provide such materials (including any costs regarding the

name, image or likeness of a third-party endorser) for Licensor and its permitted sublicensees, as applicable, to distribute, exercise

or otherwise use such materials worldwide and in perpetuity, including in additional territories.

D. [***].

E. No Third-Party Endorsements. Neither Licensor nor Licensee shall, and each shall cause its relevant

Affiliates not to, enter into any endorsement, sponsorship or other like agreement with any person or entity as it relates to the Marks

or Licensed Products branded under one (1) or more of the Marks without engaging in good faith discussions with the other Party regarding

the contemplated agreement. Without limiting the foregoing, when securing endorsement, sponsorship or marketing initiatives, Licensee

and Licensor, as applicable, shall (and shall cause their respective Affiliates to) use reasonable efforts to secure global rights as

part of such endorsement, sponsorship or marketing initiative (provided that no Party shall be responsible for jurisdiction-related incremental

fees or costs that relate to jurisdiction in which such Party does not have the right to sell Licensed Products).

9 Quality Control.

A. High-Quality Licensed Products. Licensee represents, warrants and undertakes that all Licensed

Products and Licensed Services that are sold and offered for sale by or on behalf of Licensee pursuant to the rights granted to Licensee

under this Agreement under one (1) or more of the Marks shall, and Licensor represents, warrants and undertakes that it shall require,

and use its commercially reasonable efforts to cause, all products branded under one (1) or more of the Marks sold by or on behalf

of any Non-Conflicting Third-Party Licensees (other than products supplied by Licensee to such Non-Conflicting Third-Party Licensee) to,

in each case, (a) be of a quality reasonably consistent with the standard of quality (including with respect to the design, material

and workmanship) of the Licensed Products or Licensed Services sold or provided by Licensee and its Affiliates in the twelve (12) months

immediately preceding the Effective Date and (b) comply with the Brand Guidelines & Standards. Licensee shall use its commercially

reasonable efforts to ensure that any Licensee Retail Platforms through which it markets, promotes, distributes or sells Licensed Products

branded under any of the Marks or Licensed Services are of a quality reasonably consistent with the quality of the Branded Retail Platforms

existing as of the Effective Date. Licensor shall require, and shall use its commercially reasonable efforts to cause, that any public-facing

catalog (whether hard-copy or digital), website, software application or online (including social media) platform used by Licensor or

any of Licensor’s licensees to market, promote, distribute or sell products or services under any of the Marks are of a quality

reasonably consistent with the quality of the Branded Retail Platforms existing as of the Effective Date. Licensor shall not sell or market

any Prohibited Products under or in connection with any Marks, and shall prohibit, and shall use its commercially reasonable efforts to

prevent, its licensees from selling or marketing any Prohibited Products under or in connection with any Marks.

B. Seconds. Licensee shall not distribute or sell any materially damaged goods under any Mark without

Licensor’s prior written approval (such approval by Licensor not to be unreasonably withheld), it being understood that Licensee

may continue to sell Licensed Products as “seconds” in a manner reasonably consistent with its past practice.

C. Compliance with Applicable Law and Standards. Licensee undertakes to Licensor that Licensee, in

the exercise of its rights and the performance of Licensee’s obligations (including those of its Permitted Sublicensees) under this

Agreement, and Licensor shall require, and shall use its commercially reasonable efforts to cause, each Non-Conflicting Third-Party Licensee,

in the exercise of such Non-Conflicting Third-Party Licensee’s rights and the performance of its obligations (including those of

its Affiliates, to the extent applicable) under each applicable Non-Conflicting License (other than with respect to the manufacture of

products supplied by Licensee, which are nonetheless subject to Licensee’s obligations hereunder) to be in compliance with:

(i) all Applicable Laws, including relating to customs requirements and country of origin regulations, health

and safety, flammability, the environment and use of chemicals, employment and anti-discrimination, consumer rights and disclosures, such

as truth-in-marketing and fiber content labeling laws, anti-bribery, anti-corruption, anti-child labor, and anti-modern slavery; and

(ii) the applicable industry standards, including reasonable efforts to ensure that all products designed,

manufactured, distributed, sold and promoted in connection with this Agreement or, a Non-Conflicting Third-Party License, as applicable,

are manufactured without the use of child labor or prison labor, and in compliance with reasonable industry standards concerning health

and safety and animal testing,

and, in each case, shall notify the

other Party in writing if it becomes aware of any actual or suspected material breach of this Section 9C. Licensee shall,

and shall cause its relevant Affiliates to, and Licensor shall cause each Non-Conflicting Third-Party Licensee and its respective Affiliates

(to the extent applicable) to, use commercially reasonable efforts to, make any changes to its use of the Licensed IPR or any product

incorporating or being marketed under the Licensed IPR (including the design and manufacture of such products) where Licensor in good

faith determines that such change is required to comply with Applicable Law.

D. Complaints. Each Party shall promptly inform the other Party in writing of any written complaint

by any governmental or other regulatory or self-regulatory body relevant to, in the case of Licensee, the Licensed Products branded under

one (1) or more of the Marks, and in the case of Licensor, any product sold by a Non-Conflicting Third-Party Licensee pursuant to

a Non-Conflicting License (including the status and resolution thereof) and provide the other Party with copies of all relevant correspondence

and any other information or documents requested by such Party; provided that neither Party shall be required to disclose to the other

Party any information that would cause it to waive or otherwise jeopardize any legal or attorney-client privilege, work product doctrine,

or other privilege or protection under Applicable Law.

E. Inspections. During the Term and any Sell-Off Period, upon Licensor’s reasonable request

in writing, during regular business hours with at least fourteen (14) days’ advance notice, and no more than [***], Licensee shall

permit (and procure the permissions to enable), at Licensor’s sole cost, a representative of Licensor that is not an Affiliate of

Licensor, and that is subject to confidentiality restrictions reasonably agreed to by Licensee, to inspect any of Licensee’s and

its Affiliates’ and Manufacturer’s offices, showrooms, warehouses or other facilities which are involved in design, manufacture,

storage, distribution, sale or promotion of Licensed Products. Licensor shall take (and cause the auditor to take) all commercially reasonable

actions as reasonably requested by Licensee or otherwise necessary to minimize any unnecessary disruption to Licensee’s and its

Affiliates’ businesses during the course of any such inspection. Following any such inspection, Licensee shall, and shall cause

its relevant Affiliates or Manufacturers to, make any changes to the design, manufacture or use of the Licensed Products as reasonably

requested by Licensor acting in good faith so long as such changes are necessary for Licensee to comply with its obligations set forth

in Sections 9A, 9B and 9C. Notwithstanding the foregoing, Licensor shall be permitted to conduct additional inspections

pursuant to and consistent with the terms and conditions of this Section 9E to ensure that any such requested changes necessary

for Licensee to comply with such obligations have been implemented to the satisfaction of Licensor. In addition, Licensee shall provide

to Licensor [***] any material report or other material finding from any of Licensee’s third-party auditors that identifies any

material deficiency in respect of Licensee’s design, manufacture, storage, distribution, sale or promotion of Licensed Products

or Licensed Services.

10 Reports and Plans.

A. Royalty Reports. Within fifteen (15) days after the end of each Royalty Period (or of any Sell-Off

Period), Licensee shall provide Licensor with a report, in such form as Licensor reasonably requests, setting out at least the following

detail and such additional details as Licensor reasonably requests:

(i) the total Outfitters & Wholesale Sales, Digital Marketplace Sales, DTC Sales and Non-Branded

Product Sales made during the Royalty Period, including broken down by jurisdiction and, in the case of Outfitters & Wholesale

Sales, and Digital Marketplace Sales, by Permitted Retailers;

(ii) Gross Sales and Net Sales for such Royalty Period, including broken down by Licensee and each Affiliate

(as relevant), by Outfitters & Wholesale Sales, Digital Marketplace Sales, DTC Sales and Non-Branded Product Sales;

(iii) the Royalties payable for that Royalty Period; and

(iv) solely for reports covering the last Royalty Period in a GMR Period, the total Balancing Payments made

in respect of the GMR Period, if applicable.

B. Quarterly Financial Reports. Within sixty (60) days after the end of each GMR Period of the Term

(or of any Sell-Off Period), Licensee shall deliver to Licensor a copy of its unaudited financial statements covering such GMR Period;

provided that quarterly financial statements filed with the Securities and Exchange Commission (“SEC”) shall be deemed

delivered to Licensor, and shall be deemed to satisfy the foregoing requirements described in this Section 10B.

C. Annual Reports. Within sixty (60) days after the end of each Contract Year of the Term (or of any

Sell-Off Period), Licensee shall deliver to Licensor:

(i) statements presenting Gross Sales and Net Sales for the preceding Contract Year, presented (a) on

a consolidated basis, (b) by Branded Store, (c) by Branded E-Com Site and (d) by telephone (if any); and

(ii) a report identifying and substantiating its expenditure on Marketing Activities during such Contract Year.

D. Sales and Marketing Plans. No later than forty-five (45) days before the start of each Contract

Year of the Term (but within thirty (30) days following the Effective Date as it relates to Contract Year 1), Licensee shall deliver

to Licensor [***]. During each Contract Year of the Term, Licensee shall provide [***]. In addition, on a quarterly basis, the Parties

shall convene (at a time and place mutually agreed to by the Parties, including by videoconference) to discuss Licensee’s planned

significant marketing campaigns and other key marketing initiatives for the upcoming quarter.

E. Manufacturers. Within sixty (60) days after the end of each Contract Year of the Term, Licensee

shall deliver to Licensor a list of all Manufacturers and the annual amount of purchases by product category of Licensed Products associated

with each such Manufacturer in such preceding Contract Year.

F. Corporate and School Platforms. Within sixty (60) days after the end of each Contract Year of the

Term, Licensee shall deliver to Licensor a list of all Corporate and School Platforms through which Corporate Uniforms or School Uniforms

to the extent the Corporate Uniforms or School Uniforms are branded under any of the Marks, as applicable, were sold during such Contract

Year.

G. Audited Financials. Within ten (10) days following issuance of Licensee’s annual audited

financial statements each Contract Year of the Term, Licensee shall deliver a copy of such financial statements to Licensor; provided

that audited financials filed with the SEC shall be deemed delivered to Licensor, and shall be deemed to satisfy the requirements described

in this Section 10G.

H. Form of Reports. All statements and reports delivered by Licensee or Licensor pursuant to

this Agreement shall be:

(i) signed and certified by the delivering Party’s Chief Financial Officer or his designee as accurate;

(ii) delivered by the delivering Party in electronic or other formats reasonably requested by the receiving

Party; and

(iii) in a form reasonably requested by the receiving Party (and broken down into categories or other forms

of information or detail as the receiving Party may reasonably request).

I. Confidential Terms. For the avoidance of doubt, all non-public forecasts, plans and other information

shared with Licensor or its representatives (whether written or oral) pursuant to this Section 10 shall constitute Confidential

Information and be subject to Section 12.

11 Intellectual Property Rights.

A. Ownership.

(i) Licensed IPR. Licensee acknowledges and agrees that: (a) the Licensed IPR are the proprietary

rights of Licensor, and no right is granted under this Agreement other than those expressly set out in this Agreement; (b) unauthorized

use of the Licensed IPR may cause irreparable damage or injury to Licensor; and (c) any goodwill arising from Licensee’s use

of the Licensed IPR shall inure to the sole and exclusive benefit of Licensor.

(ii) Developed IPR. As between the Parties, Licensor shall exclusively own all of the Licensed IPR,

as well as adaptations, modifications, enhancements or improvements thereto (including any trademarks that incorporate, modify, or are

adaptations, translations, or transliterations of the Marks and any copyright and related rights to the extent included therein), together

with all associated goodwill, in all cases, that are created by Licensee during the Term (“Developed IPR”). Licensee

hereby irrevocably transfers and assigns (and shall ensure that each of its Permitted Sublicensees irrevocably transfer and assign, on

the terms and conditions included in this Section 11A) to Licensor any and all rights, title and interest in Developed IPR

(including copies of all physical or digital embodiments of such Developed IPR) that come into existence as of and after the Effective

Date. Licensee shall (and shall cause each Permitted Sublicensee to) execute all documents as Licensor may request to obtain the full

benefit of such assignment and transfer. Upon creation, all such Developed IPR shall be deemed to form part of the Licensed IPR. If and

to the extent that the transfer of all or part of the Developed IPR to Licensor is not fully effected by this Agreement or if additional

requirements are necessary to effect such transfer, Licensee herewith grants to Licensor in advance, and Licensor hereby accepts, a free,

unlimited, worldwide and exclusive license to use and exploit such Developed IPR as of the moment of creation of such Developed IPR until

any and all such additional requirements for the full transfer and assignment of such Developed IPR from Licensee to Licensor have been

executed and effectuated. For the avoidance of doubt, all intellectual property rights (other than Developed IPR) developed or acquired

by or on behalf of Licensee or any of its Affiliates shall remain, as between the Parties and their respective Affiliates, owned by Licensee

or its applicable Affiliate, as applicable.

(iii) Creation of Developed IPR. To the extent that any of Licensee’s and its Permitted Sublicensees’

employees or contractors create, author, invent, develop or design any Developed IPR, Licensee shall, and shall cause its Permitted Sublicensees

to, ensure that such employees and contractors have a prior written agreement in place under which ownership of all such Developed IPR

vests in and to Licensor (or to Licensee or its Affiliate subject to immediate and automatic assignment of such rights to Licensor in

accordance with the ownership rights provided under this Section 11A) and irrevocably waiving in favor of Licensor all rights

of integrity, attribution paternity rights and all other similar “moral rights” relating to such Developed IPR.

(iv) Licensee Developed IPR. As between the Parties, Licensee shall own any and all intellectual property

rights, in each case, owned, created, authored, invented, developed, designed or otherwise obtained by or on behalf of Licensee or its

Permitted Sublicensees, including with respect to the design or manufacture of any Licensed Products, other than the Developed IPR. Notwithstanding

the foregoing, Licensee shall not obtain any ownership interest in the Marks.

B. Registration. Licensee shall not, and shall cause its relevant Affiliates not to, directly or indirectly

apply to (or encourage any third party to apply to) register any Licensed IPR, or any trademarks that incorporate any Marks, or any confusingly

similar derivatives, imitations, translations or transliterations of any Marks. If Licensee or any of its Affiliates should apply to register

any trademarks in breach of this Section 11B, then Licensee or its Affiliate, as applicable, shall be deemed to have acted

as an agent for the benefit of Licensor, and Licensee hereby assigns (and shall ensure that its relevant Affiliates hereby assign) to

Licensor all such registrations and applications, with full title guarantee, free from encumbrances and for no consideration. Licensee

shall (and shall cause relevant Affiliates to) execute all documents requested by Licensor to assign all right, title and interest in

and to such registrations and applications to Licensor. Notwithstanding the foregoing, Licensee may, from time to time, submit a written

request to Licensor that any new trademarks that incorporate any Marks, or any variation, derivative, imitation, translation or transliteration

of the Marks be added to the scope of the Licensed IPR. Licensor shall promptly review and respond to any such request and shall not unreasonably

withhold or delay its consent thereto, and upon such written consent, the definitions of “Licensed IPR” and “Marks”

shall automatically be updated to include such additional trademarks. Licensor shall not, and shall cause its relevant Affiliates not

to, directly or indirectly apply to (or encourage any third party to apply to) register any Licensed IPR, or any trademarks that incorporate

any Marks, or any confusingly similar derivatives, imitations, translations or transliterations of any Marks, if the registration thereof

would reasonably be expected to materially harm the reputation, goodwill or distinctiveness of Licensed IPR, or any goodwill associated

with any trademarks included in the Licensed IPR.

C. Prosecution and Defense of Registered IPR. Licensor shall, at its own cost and expense, use its

commercially reasonable efforts to, in the Territory, apply for, prosecute, maintain, renew and defend the Licensed IPR, including each

registration and application for registration of the registered Licensed IPR within the Territory, including by (i) making applicable

filings and paying applicable fees reasonably necessary to prosecute, maintain and renew such applications and registrations, and (ii) defending

against applicable claims that any Licensed IPR is invalid (including, where reasonably necessary or advisable to protect the validity

of the Licensed IPR, through litigation), in each case of clauses (i) and (ii), in the classes of goods that cover the Licensed Products.

Licensor shall use its reasonable discretion to determine whether any action described in the foregoing sentence is commercially reasonable,

taking into account the materiality of the applicable item of Licensed IPR and the relevant jurisdiction. The Parties will work together

in good faith to address situations in which Licensee believes that Licensor fails to comply with its obligations in the immediately preceding

sentence. Without limiting the foregoing, any (a) failure of Licensor to comply with its obligations under this Section 11C

within thirty (30) days after receiving written notice from Licensee or (b) abandonment of Licensor’s ownership rights in any

Licensed IPR in the Territory for Licensed Products during the Term in violation of this Section 11C, shall each (in the case

of clauses (a) and (b)), be deemed a breach that permits Licensee to seek monetary damages commensurate with any actual or consequential

damages sustained by Licensee therefrom. Effective upon the expiration or termination of a registration for any material Mark that is

(or was, prior to such expiration or termination) registered in the Territory in the classes of goods that cover the Licensed Products

and that continues to be used by Licensee or its Permitted Sublicensees in connection with any of its Licensed Products, which expiration

or termination is due to Licensor’s or its Affiliates’ failure to renew or maintain such registration, except to the extent

the Parties have otherwise agreed in writing, Licensor hereby assigns to Licensee all of its rights, title and interest in such Mark solely

within the jurisdiction where such Mark was registered, including all goodwill appurtenant thereto, and shall cooperate and otherwise

do all things reasonably requested by Licensee (at Licensee’s cost) to facilitate Licensee’s application and registration

of such Mark in its own name or in the name of an Affiliate of Licensee designated by Licensee.

D. Samples. Upon Licensor’s reasonable written request, Licensee shall, at Licensor’s

sole expense, deliver samples of Licensed Products branded under one or more of the Marks, and copies of packaging materials or Marketing

Materials, for Licensor’s use in connection with Licensed IPR prosecution or enforcement purposes.

E. No Challenges. Licensee shall not, and shall cause its relevant Affiliates not to, challenge the

validity or enforceability of any Licensed IPR. Licensee acknowledges and agrees that the Marks are protectable (where registered from

time to time), valid and distinctive.

F. Brand Guidelines & Standards. The Parties agree to be bound by written brand standards

and written brand guidelines concerning the Marks, each of which is attached hereto as Exhibit F (as may be updated in accordance

with this Section 11F, collectively, the “Brand Guidelines & Standards”). Licensee represents

that the standards and guidelines identified on Exhibit F have been in effect during the twelve (12) months prior to the Effective

Date. Each Party shall (i) ensure that its use of the Marks complies with the Brand Guidelines & Standards, (ii) include

in any new license or, in the case of Licensee, sublicense agreements with its licensees or, in the case of Licensee, sublicensees, as

applicable, obligations to use and display Marks in compliance with the Brand Guidelines & Standards, and (iii) use its

commercially reasonable efforts to cause its respective licensees and, in the case of Licensee, sublicensees to use and display the Marks

only in compliance with the Brand Guidelines & Standards; provided that any violation of or non-compliance with the Brand Guidelines &

Standards by a licensee under any Existing Third-Party Licenses as of the Effective Date shall not be considered a breach of this Agreement

by Licensor unless Licensor has failed to comply with its obligations under clauses (ii) and (iii) of this sentence. From time

to time, either Party may propose updates or modifications to the Brand Guidelines & Standards, and such updates or modifications

to be subject to the Parties’ mutual written approval, which may not be unreasonably conditioned, delayed or withheld.

G. Use of the Marks. Licensee shall not use (and shall not sublicense the use of):

(i) any Mark as part of a combination trademark with any other trademark without the prior written approval

of Licensor not to be unreasonably conditioned, delayed or withheld; and by way of example, it shall be reasonable for Licensor to withhold

such approval if Licensee and its Affiliates use the Marks in combination with any third party’s trademark, name, logo or brand

in connection with a product collaboration and (x) such third party’s trademark, name, logo or brand does not maintain a reputation

and standing at least as high as the Marks being used in connection therewith or (y) such collaboration would reasonably be expected

to materially harm the reputation, goodwill or distinctiveness of the Marks;

(ii) any Mark in a manner that does or may weaken, invalidate, damage, make generic or be detrimental to the

Marks or the reputation or goodwill associated with the Marks or the reputation and good standing of Licensor; or

(iii) any Mark as part of a corporate name not in existence as of the Effective Date, without the prior written

approval of Licensor, provided that such approval may not be unreasonably conditioned, delayed or withheld.

H. Domain Names, Social Media and Telephone Numbers.

(i) Absent Licensor’s prior written consent, which may not be unreasonably conditioned, delayed or withheld,

Licensee shall not register or acquire a new domain name, social media handle or telephone number that incorporates any Mark, other than

(a) consistent in all material respects with Licensee’s use of such Marks as of the Effective Date or (b) in the operation

of the Branded E-Com Sites as permitted under this Agreement. In the event that Licensor grants any such consent for any such domain

name, social media handle or telephone number (which shall be owned by Licensor and become part of the Licensed IPR), and for any domain

name, social media handle or telephone number included in the Licensed IPR as of the Effective Date, then, (1) if permitted by the

rules and procedures of the applicable domain name registrar, social media platform or telephone provider or carrier, Licensor shall

own (or otherwise serve as official registrant of) the domain name, social media platform or telephone number in its own name, (2) Licensee

shall have the exclusive right to use such domain name, social media handle or telephone number under license pursuant to the terms of

this Agreement during the Term and (3) (A) following Licensor’s good faith provision of notice that it intends to terminate

the Agreement in accordance with Section 17A (provided that Licensee has not cured any such breach), (B) upon the occurrence

of an Insolvency Event or (C) within ten (10) days of the expiration or termination of this Agreement in accordance with Section 5B,

Licensee shall, upon Licensor’s reasonable request, provide Licensor with then-current passwords and other login information needed

to access the accounts for such assets (without limiting the foregoing clause (2) regarding Licensee’s exclusive right to use

such assets). If the rules and procedures of the applicable domain name registrar, social media platform or telephone provider

or carrier do not permit such ownership and license arrangement, then Licensee shall serve as owner (or registrant) of the applicable

domain name, social media handle or telephone number and, in any such case, Licensee shall: (x) not transfer the domain name, social

media account or telephone number to any person or entity other than its Affiliates or Licensor; (y) (A) following Licensor’s

good faith provision of notice that it intends to terminate this Agreement in accordance with Section 17A (provided that Licensee

has not cured any such breach), (B) upon the occurrence of an Insolvency Event or (C) within ten (10) days of the expiration

or termination of this Agreement in accordance with Section 5B, provide Licensor, upon Licensor’s reasonable request,

with then-current passwords and other login information needed to access the accounts for such assets (without limiting clause (2) in

the foregoing sentence regarding Licensee’s exclusive right to use such assets) and (z) upon the expiration or termination

of this Agreement, immediately transfer to Licensor the domain name, social media account or telephone number, and provide Licensor with

any applicable passwords and other login information needed to access the accounts for such assets.

(ii) Notwithstanding the foregoing, throughout the Term, (a) Licensor shall provide to Licensee (or its

designee) the exclusive right to use, and exclusive control of, all domain names, social media handles and telephone numbers (and the

applicable accounts pursuant to which any of the foregoing are controlled) included in the Licensed IPR, (b) Licensor shall provide

Licensee with all information not already held by Licensee to provide Licensee with exclusive control of such domain names, social media

handles and telephone numbers (and accounts), and (c) Licensor shall not, and shall cause its Affiliates not to, access or interfere

with the websites, accounts or non-public content or information provided or made available through such domain names, social media handles

or telephone numbers (or accounts). Without limiting Section 20C, the Parties hereby agree that any such unauthorized access

to or interference with Licensee’s use of such domain names, social media handles or telephone numbers (or accounts) may cause irreparable

harm to Licensee and that Licensee shall be entitled to injunctive or other equitable relief pursuant to Section 20C, as well

as monetary damages.

I. Infringements and Counterfeits.

(i) Each Party shall inform the other of any counterfeiting, infringement, dilution, imitation, unauthorized

or illegal use or other violation of any of the Licensed IPR (any or all of the foregoing, “Infringements”), and shall

reasonably cooperate with one another to prevent such Infringements, including as to whether and how to enforce the Licensed IPR to protect

the Marks and the goodwill associated therewith. Licensor shall have the first right to decide whether or not to take, and to implement,

any enforcement or other decisions in connection with any Infringements, in each case, at its sole cost. Licensee shall cooperate with

Licensor in connection therewith. Licensor shall keep Licensee reasonably informed of all developments and shall retain one hundred percent

(100%) of all compensation, proceeds and recoveries recovered in connection with any such enforcement action, other than to reimburse

Licensee for its reasonable out-of-pocket expenses (including reasonable attorneys’ fees for outside counsel) incurred in connection

with its cooperation with Licensor in connection therewith.

(ii) If Licensor chooses not to take any action in connection with any such Infringement with respect to the

Territory, Licensor shall notify Licensee. If Licensee disagrees with Licensor’s decision, then following good faith consultation

with Licensor, Licensee shall have the right to take action solely in the Territory, unless Licensor has a good-faith belief that such

action would reasonably impair the value of any Licensed IPR (whether in or outside of the Territory). Licensor shall cooperate with Licensee

in connection therewith to the extent reasonably necessary to establish or maintain standing. Licensee shall keep Licensor reasonably

informed of all developments and, unless otherwise agreed in writing, shall retain one hundred percent (100%) of all compensation, proceeds

and recoveries recovered in connection with such enforcement action, other than (a) to reimburse Licensor for its reasonable out-of-pocket

expenses (including reasonable attorneys’ fees for outside counsel) incurred in connection with its cooperation with Licensee in

connection therewith and (b) such portion reasonably attributable to Licensee’s Royalty obligations that would be due to Licensor

based on applying the applicable Royalty rate to the portion of Licensee’s recovery that is awarded as a replacement for lost Gross

Sales.

(iii) Notwithstanding anything to the contrary herein, Licensor shall have the exclusive right, as determined

in its sole discretion, to enter into any settlement of any action brought by either Party in connection with any Infringement or otherwise

in connection with the defense or enforcement of the Licensed IPR; provided that Licensor shall not enter into any settlement that (a) has

a material adverse effect on Licensee’s rights under this Agreement or (b) requires Licensee to make any monetary payment not

fully covered by Licensor, in each case, without the prior written consent of Licensee, not to be unreasonably withheld, conditioned or

delayed.

12 Confidentiality.

A. Recognizing that Confidential Information is a valuable asset and the harm that may befall the Disclosing

Party if any of its Confidential Information is disclosed, the Receiving Party agrees that, during and after the Term, the Receiving Party

shall hold all of the Disclosing Party’s Confidential Information in strict confidence and not use or otherwise disclose any such

Confidential Information to any third parties without having received the Disclosing Party’s prior written consent and a written

agreement from such third party to maintain such Confidential Information in confidence. Notwithstanding the foregoing, the Receiving

Party may share the Disclosing Party’s Confidential Information if and as reasonably necessary:

(i) (x) to the Receiving Party’s actual or prospective lenders or debt financing sources to the

extent required pursuant to the terms of the applicable debt financing arrangements, (y) for the Receiving Party’s legitimate

and good faith business needs with its actual or prospective lenders or debt financing sources, attorneys or accountants, or (z) to

any rating agency when required by it in connection with obtaining or maintaining corporate credit ratings for the Receiving Party or

one or more of its subsidiaries; subject in each of the foregoing clauses (x), (y) and (z) to any such third parties first agreeing

in writing to maintain the Confidential Information as strictly confidential;

(ii) for the purposes of defending or enforcing a Party’s rights under this Agreement; or

(iii) to comply with Applicable Law or the rules of a listing authority or stock exchange to which any

Party is subject or submits, or to comply with any valid order given by any court, supervisory authority or governmental authority with

relevant powers to which any Party is subject or submits; provided that in such circumstances the Receiving Party shall promptly notify

the Disclosing Party of such circumstance in writing to enable the Disclosing Party, at the Disclosing Party’s discretion, to seek

a protective order or other appropriate remedy and the Receiving Party shall reasonably cooperate with respect to any such effort by the

Disclosing Party.

B. At the end of the Term, the Receiving Party shall, and shall cause the other persons to whom it disclosed

Confidential Information of the Disclosing Party or to whom Confidential Information of the Disclosing Party was disclosed at its request

to, immediately and at its own cost and expense, without keeping copies, except to the extent required to comply with the Receiving Party’s

obligations under mandatory provisions of Applicable Law:

(i) return to the Disclosing Party all documents containing Confidential Information of the Disclosing Party;

(ii) destroy all reports, analyses, compilations, studies or other materials which contain or have been derived

from or otherwise reflect any Confidential Information of the Disclosing Party;

(iii) expunge all Confidential Information of the Disclosing Party from any of its computers or other devices

containing such Confidential Information; and

(iv) upon written request by the Disclosing Party, deliver to the Disclosing Party a certificate duly signed

confirming that the obligations contained in this Section 12B have been complied with.

13 Indemnification.

A. Licensee Indemnification. Licensee shall indemnify and hold harmless Licensor, its Affiliates and

licensees, and each of their respective members, partners, directors, officers, employees, agents and representatives (Licensor, together

with all of the foregoing, the “Licensor Indemnitees”) from and against any and all claims, losses, liabilities, damages

and expenses (including court costs and reasonable legal fees) for which each Licensor Indemnitee becomes or may become liable or be compelled

to pay in connection with any third-party claim or allegation related to:

(i) any of Licensee’s breaches, acts or omissions in connection with its performance under this Agreement

(including, for the avoidance of doubt, any acts or omissions of Licensee’s Affiliates) or any breach of its promises, obligations,

representations or warranties under this Agreement;

(ii) Licensee’s exploitation of the licenses granted to it under this Agreement putting Licensor in breach

of any Existing Third-Party License;

(iii) Licensee’s gross negligence, willful misconduct or failure to comply with Applicable Law; or

(iv) until the eighteen (18)-month anniversary of the Effective Date, any claim or allegation that the use

or display of the Licensed IPR by Licensee or its Permitted Sublicensees (a) within the Territory and (b) in any other country

in which Licensee or its Permitted Sublicensees makes sales of Licensed Products branded under the Marks in which country the applicable

Marks are subject to a registration as of the Effective Date, in the case of (a) and (b) in a manner consistent with the manner

used by Licensee within one (1) year immediately prior to the Effective Date, infringes, conflicts with, or otherwise violates the

intellectual property rights of a third party.

B. Licensor Indemnification. Licensor shall indemnify and hold harmless Licensee and its Affiliates

and each of their respective members, partners, directors, officers, employees, agents and representatives (Licensee, together with all

of the foregoing, the “Licensee Indemnitees”) from and against any and all claims, losses, liabilities, damages and

expenses (including court costs and reasonable legal fees) for which each Licensee Indemnitee becomes or may become liable or be compelled

to pay in connection with any third-party claim or allegation related to:

(i) any of Licensor’s breaches, acts or omissions in connection with its performance under this Agreement

or any breach of its promises, obligations, representations or warranties under this Agreement;

(ii) Licensor’s gross negligence, willful misconduct or failure to comply with Applicable Law; or

(iii) commencing on the eighteen (18)-month anniversary of the Effective Date, any claim or allegation that

the Licensed IPR (or Licensee’s or its Permitted Sublicensees’ use or display thereof in accordance with this Agreement within

the Territory) infringes, conflicts with or otherwise violates the intellectual property rights of a third party.

14 Insurance.

A. Licensee, at its sole cost and expense, shall procure and maintain throughout the Term and for a period

of [***], comprehensive general liability insurance (including [***]) to defend and protect against claims arising from Licensee’s

acts or omissions under or relating to this Agreement. Licensee shall obtain such insurance from a carrier reasonably acceptable to Licensor,

in an amount [***]. Each policy required hereunder shall name Licensor as an additional insured and, if any insurance policy required

hereunder includes or permits a waiver of subrogation, such waiver shall apply to Licensor. Licensee shall require the insurance carrier

to provide at least thirty (30) days’ written notice to Licensor of any modification, cancellation, renewal or replacement of any

insurance policy required hereunder.

B. Within five (5) Business Days following the Effective Date, Licensee shall deliver to Licensor a

certificate of insurance confirming the coverages required in Section 14A; provided that, if Licensor does not receive such

a certificate during such time frame, then this shall not constitute a waiver of any of Licensee’s obligations in Section 14A.

C. Licensee’s indemnification obligations under this Agreement shall not be limited by insurance requirements

in this Section 14.

15 Audit Rights.

A. Books and Records. Licensee shall prepare and maintain throughout the Term, and for six (6) years

thereafter, complete and accurate books of account and records (including the originals or copies of documents supporting entries in the

books of account) covering all transactions relating to this Agreement (including accurate contemporary electronic records of all sales

of Licensed Products branded under one or more of the Marks made through Branded Stores, Branded Retail Platforms or otherwise), in accordance

with generally accepted accounting principles and with this Agreement and in a manner which will enable Licensor’s representatives

to audit the same.

B. Audit Right. Licensor’s representatives may, during regular business hours with at least

two (2) Business Days’ advance notice, during the Term and for one (1) year thereafter, not more than [***], inspect,

copy or audit Licensee’s and its Affiliates’ books of account and records and examine and copy any or all documents and materials

reasonably related to this Agreement. Any such audit commenced within such period may continue through completion in the ordinary course. Licensee

shall provide its reasonable cooperation with any such inspection or audit, at Licensor’s sole cost and expense, including by responding

reasonably promptly to any inquiries or providing any information or material requested by Licensor (or Licensor’s representatives)

in connection therewith.

C. Underpayments. If any audit of Licensee’s books and records discloses an underpayment by

Licensee under this Agreement (including of the Royalties), Licensee shall immediately pay to Licensor, the amount of such underpayment,

plus [***].

16 Representations, Warranties and Covenants.

A. Mutual Representations. Each Party represents and warrants to the other Party that:

(i) it has full right, power and authority to enter into this Agreement and to perform all of its obligations

hereunder;

(ii) the execution and delivery of this Agreement and the performance of its obligations hereunder do not and

will not conflict with, violate or breach, or constitute a default under any of its contractual obligations; and

(iii) there is no pending or threatened litigation that may affect its ability to fully perform its obligations

herein.

B. Compliance with Law. Licensee represents, warrants and covenants to Licensor that its design, manufacture,

distribution, sale or promotion of Licensed Products branded under one or more of the Marks and Licensed Services, operation of Branded

Stores and operation of Branded Retail Platforms shall materially comply with all Applicable Law.

C. No Other Representations. Except if and as expressly set forth in this Agreement, neither Party

has made nor is making any representation or warranty hereunder. Without limiting the foregoing, Licensor has not made, and does not make,

any representation or warranty to Licensee in any way concerning projections, sales, Net Sales or profits which Licensee should expect

under this Agreement.

17 Termination.

A. Licensor’s Right to Terminate. Licensor shall have the right to terminate this Agreement

(or any Sell-Off Period) only upon notice to Licensee, if (x) Licensee breaches an obligation to make any payments of Guaranteed

Minimum Royalties under this Agreement and such payment is not made within forty-five (45) days following Licensee’s receipt of

written notice from Licensor of such breach, or (y) Licensee breaches an obligation to make any undisputed payment required under

this Agreement and such payment is not made within sixty (60) days following Licensee’s receipt of written notice from Licensor

of such breach with respect to such undisputed payment; provided, that, if Licensor has committed a breach of its obligations to

pay any Royalty Adjustment Amount in accordance with Section 4H, Licensee’s cure period under this Section 17A

shall be extended through and including the date that is five (5) Business Days following Licensor’s payment of all such Royalty

Adjustment Amounts due to Licensee.

B. Termination Without Prejudice. Any termination right exercised by Licensor under this Agreement

shall be without prejudice to or waiver of any other remedy which Licensor may have arising in connection with any breach of this Agreement

by Licensee.

C. Insolvency Events. If Licensee experiences an Insolvency Event, then, to the fullest extent enforceable

under Applicable Law, no insolvency practitioner, liquidator, administrator, administrative receiver, receiver, debtor-in-possession,

trustee or other person charged with responsibility for taking custody of or realizing the value of Licensee’s assets or business,

may continue, assign or transfer this Agreement or exploit, commercialize or use the Licensed IPR; provided that this Section 17C

shall (i) not prohibit Licensee or any debtor-in-possession from using the Licensed IPR in the ordinary course of its business and

(ii) be subject to, and shall not operate in any way to limit, the rights granted to the ABL Agent pursuant to the ABL Credit Agreement

or the ABL Agent License Agreement. Subject to compliance with the ABL Credit Agreement and the ABL Agent License Agreement, Licensee

further agrees that (x) Licensed Products may not be sold, assigned or otherwise transferred in any such case without first offering

the Licensed Products to Licensor at a price that is the lower of [***], and (y) the Licensed IPR may not be used by a secured party,

a creditor, or by Licensee in a disposition of Licensed Products in enforcement of a security interest, attachment, or other seizure.

18 Effects of Expiration or Termination.

A. Termination of Licensee’s Rights and Survival. Upon the earlier of the expiration or termination

of this Agreement for any reason:

(i) except as it relates to any limited rights which Licensee has pursuant to the express terms of this Agreement

with respect to a Sell-Off Period, all rights granted by Licensor to Licensee under this Agreement automatically and immediately shall

terminate and revert to Licensor, and Licensee immediately shall (and shall cause any Permitted Retailer and Permitted Sublicensee to)

cease and desist from all use of the Licensed IPR and Licensed Products branded under one (1) or more of the Marks and Licensed Services;

(ii) Licensee shall immediately pay to Licensor any and all unpaid amounts then due or owing to Licensor (including

Guaranteed Minimum Royalties);

(iii) neither Party’s rights that have accrued prior to expiration or termination shall be affected or

prejudiced; and

(iv) Sections 1, 3B, 4A, 4B, 4C-E, 4H, 6C, 8C, 10A-C,

11A, 12, 13, 14A, 15, 18, 20, 21 and Exhibit J shall continue in full

force and effect notwithstanding the termination or expiration of this Agreement.

B. Acceleration of Guaranteed Minimum Royalties. Upon the termination of this Agreement pursuant to

Section 17A(i), the Accelerated GMR Amount shall become immediately due and payable by Licensee to Licensor (in lieu of Guaranteed

Minimum Royalties that would otherwise have been due after termination, as well as any actual Royalties in excess of Guaranteed Minimum

Royalties that would otherwise have been expected to become due after the date of such termination, that Licensor might otherwise seek

to claim), without prejudice to any other rights and remedies which Licensor may have. The Parties agree that such payment obligation

shall not be deemed a penalty in the event of termination of this Agreement pursuant to Section 18A(i).

C. Inventory. No later than sixty (60) days prior to natural expiration of the Term, or ten (10) days

after an early termination of this Agreement, Licensee shall deliver to Licensor a schedule (signed and certified by Licensee’s

Chief Financial Officer as accurate) itemizing all inventory of Licensed Products branded under one (1) or more of the Marks then

in Licensee’s and its Permitted Sublicensees’ possession, custody or control, broken down by style number, color, size, quantity,

and including Licensee’s Manufacturing Cost for each such product together with any other descriptive information which Licensor

may request. Subject to compliance with the ABL Credit Agreement, at any time over the sixty (60)-day period following Licensee’s

delivery of all such information, Licensor (or any third party which Licensor may designate) then shall have the option (but not the obligation),

exercisable upon notice to Licensee, to purchase any or all such inventory which is in Licensee’s or any of its Permitted Sublicensees’

possession or control at a price equal to Licensee’s Manufacturing Cost applicable to the inventory so purchased; provided that,

if Licensor exercises its option pursuant to this Section 18C, Licensor shall be required to purchase [***] of Licensee’s

outstanding inventory. If such purchase option is exercised, then Licensee shall (and shall cause its Permitted Sublicensees to), subject

to compliance with the ABL Credit Agreement, deliver the applicable inventory to Licensor (or its designee) within five (5) Business

Days from the date of exercise (or such period as is reasonable based on the location of such inventory compared to Licensor or its designee),

and Licensor (or its designee) shall pay Licensee for such inventory within thirty (30) Business Days following its receipt thereof, provided

that Licensor (or its designee) shall have the right to offset from such payment any sums then owed by Licensee to Licensor, without limitation

of remedy.

D. Sell-Off Period. So long as Licensee is not in material uncured breach of an obligation to make

payment of any Guaranteed Minimum Royalties, and subject to the rights granted to the ABL Agent pursuant to the ABL Agent License Agreement,

Licensee and its Permitted Sublicensees, and their respective Affiliates, shall have the non-exclusive right, for a period of eleven (11)

months following the expiration of this Agreement (the “Sell-Off Period”), to sell its then-existing inventory of Licensed

Products branded under one or more of the Marks that conform with Licensee’s obligations under Section 9, solely through

Permitted Trade Channels within the Territory on and subject to the terms of this Agreement. Any Net Sales derived from sales made by

Licensee and its relevant Affiliates during a Sell-Off Period shall be included in the Royalties calculation under this Agreement.

19 Assignment; Lender Rights.

A. This Agreement is of a nature such that the rights granted to Licensee are personal to Licensee, and Licensee

acknowledges that Licensee has been granted the rights herein because of its particular expertise, knowledge, judgment, skill and ability,

and Licensor is relying on such expertise, knowledge, judgment, skill and ability for Licensee’s ability to perform this Agreement

consistently with the high standards of quality associated with the Marks. Any assignment, novation or other transfer, directly or indirectly,

of this Agreement or any of Licensee’s rights or obligations hereunder shall require Licensor’s prior written approval in

Licensor’s sole and absolute discretion; provided that Licensor’s consent shall not be required (i) for an assignment

to Licensee’s Affiliates, (ii) in connection with a change of ownership or control of Guarantor other than to a Restricted

Assignee, or (iii) in connection with a sale of all or substantially all of the assets relating to the portion or a division of Guarantor’s

business operated under the Marks, other than to a Restricted Assignee. The Guaranty shall remain in full force and effect in connection

with any assignment, novation, change of ownership or control, or other transfer permitted pursuant to clause (i) of this Section 19A,

but shall terminate automatically immediately upon the consummation (without limiting Guarantor’s obligations that accrued prior

to such consummation) of any other permitted assignment, novation, change of ownership or change of control or other transfer (x) that

is permitted under the foregoing clause (iii) only if (for purposes of this clause (x)) the applicable successor licensee is, in

Licensee’s good faith judgment, sufficiently creditworthy to perform the obligations set forth under this Agreement or (y) that

is permitted (1) under the foregoing clause (ii) or (2) with the prior written approval of Licensor. Any attempted assignment

or transfer by Licensee in violation of any of the foregoing shall be deemed void and of no force or effect.

B. Licensor shall not encumber, assign, novate or otherwise transfer any or all of its rights or obligations

under this Agreement, in any form or manner, without the prior consent or approval of Licensee; provided that any such encumbrance, assignment

or transfer shall be subject to the rights granted to Licensee under this Agreement, and may not diminish any such rights. Any attempted

encumbrance, assignment or transfer by Licensor in violation of any of the foregoing shall be deemed void and of no force or effect.

C. This Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and their

respective successors and permitted assignees and transferees.

D. Notwithstanding anything to the contrary in this Agreement, Licensor hereby approves Licensee’s

right to, and Licensee hereby approves Licensor’s right to, sublicense and collaterally assign this Agreement and any of its rights

and obligations hereunder to any lender(s) or debt financing source(s) (or an agent therefor) under any credit facility or other

debt financing arrangement with commercial lenders, institutional investors or similar lenders or debt financing sources as collateral

for the indebtedness, liabilities and obligations of the applicable Party or any of its Affiliates thereunder, exercisable or usable by

the lender(s) or debt financing source(s) (or an agent therefor) after an event of default under such credit facility or other

debt financing arrangement or otherwise in connection with the enforcement and exercise of remedies with respect to the collateral under

such credit facility or other debt financing arrangement, in each case, until the obligations under such credit facility or other debt

financing arrangement (other than contingent indemnification obligations, unasserted expense reimbursement obligations and other obligations

that expressly survive the termination or repayment in full of such credit facility or other debt financing arrangement) have been paid

in full in cash. Without limiting the generality of the foregoing, the right of such lender(s) or debt financing source(s) (or

an agent therefor) to enforce and exercise their rights and remedies under any such sublicense or collateral assignment, as applicable,

after an event of default under such credit facility or other debt financing arrangement, and to take actions and exercise rights of Licensee

or Licensor hereunder is hereby acknowledged by Licensor and Licensee, respectively, and any such action taken in accordance therewith

shall be valid and effective for all purposes under this Agreement, and in any such event, Licensor or Licensee, respectively, will negotiate

in good faith with any such lender(s) or debt financing source(s) (or agent therefor) with respect to its or their exercise

thereof after an event of default under such credit facility or other debt financing arrangement; provided that such lender(s) or

debt financing source(s) (or agent therefor) agree to be bound by all the terms and conditions of this Agreement.

20 Dispute Resolution.

A. Governing Law. This Agreement and all claims, actions, causes of actions and proceedings related

to or in connection with this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without

giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction)

that would cause the application of the laws of any jurisdiction other than the State of New York. The United Nations Convention on Contracts

for the International Sale of Goods shall not apply to this Agreement.

B. Jurisdiction. Subject to Section 20C, any dispute arising out of or in connection with

this Agreement, including any question regarding its existence, validity or termination, shall be adjudicated exclusively in the courts

of the State of New York, New York County. Each Party irrevocably submits to the jurisdiction of such courts and waives any claim or defense

of inconvenient forum or lack of personal jurisdiction in such forum under any Applicable Law, decision or otherwise. Notwithstanding

the foregoing, each Party in its discretion shall be permitted to seek and obtain injunctive relief in New York or any other jurisdiction

where such Party deems appropriate by reason of its subject matter and in any such case such Party shall be permitted to combine claims

for injunctive and non-injunctive relief in such forum.

C. Interim and Equitable Relief. Each Party acknowledges that any actual or alleged breach by the

other Party may cause it irreparable harm for which there is no adequate remedy at law, and in the event of such breach, the non-breaching

Party shall be entitled to seek, in addition to other available remedies, injunctive or other equitable relief, including interim or emergency

relief, including a temporary restraining order or injunction, before any court with applicable jurisdiction, to protect or enforce its

rights. Nothing in this Agreement shall prevent either Party from applying for interim or interlocutory relief whilst the Parties attempt

to resolve a dispute.

D. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER PARTY

NOR ANY OF THEIR RESPECTIVE OWNERS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE: (I) LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL,

PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES, OR FOR LOSS OF GOODWILL OR BUSINESS PROFITS, REGARDLESS OF THE FORM OR ACTION, WHETHER IN

CONTRACT, TORT OR OTHERWISE, IN RELATION TO THIS AGREEMENT; OR (II) IN BREACH OF THIS AGREEMENT, OR LIABLE FOR ANY LOSSES, LIABILITIES,

DAMAGES AND EXPENSES (INCLUDING COURT COSTS AND LEGAL FEES), ARISING IN CONNECTION WITH ANY CLAIM OR ALLEGATION THAT ANYTHING IN THIS

AGREEMENT, OR THE EXERCISE OF ANY RIGHTS GRANTED UNDER THIS AGREEMENT, INFRINGES, MISUSES OR OTHERWISE CONFLICTS WITH THE RIGHTS

OF ANY COUNTERPARTY TO ANY EXISTING THIRD-PARTY LICENSE.

E. JURY TRIAL WAIVER. EACH PARTY HEREBY WAIVES ANY AND ALL RIGHTS THAT IT MAY HAVE NOW OR HEREAFTER

UNDER THE LAWS OF THE UNITED STATES OR ANY STATE TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY

ACTION OR PROCEEDING BETWEEN THEM IN ANY WAY CONNECTED TO THIS AGREEMENT. IT IS INTENDED THAT THIS WAIVER OF JURY TRIAL SHALL APPLY TO

ANY AND ALL CLAIMS, DEFENSES, RIGHTS OR COUNTERCLAIMS IN ANY SUCH ACTION OR PROCEEDING.

F. Joint and Several Liability. Licensee and each of its Affiliates to which Licensee has granted

a sublicense pursuant to Section 2C shall be jointly and severally liable for any and all liability of Licensee and each such

Affiliate under, and for the performance of and compliance with all obligations under, this Agreement.

G. Guaranty.

(i) Unless and until the Guaranty is terminated pursuant to Section 19A, Guarantor hereby absolutely,

unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt

performance and payment when due of the obligations of Licensee pursuant to this Agreement (the “Guaranty”).

(ii) Guarantor waives (w) any defense arising by reason of any disability or other defense of Licensee

or any other guarantor, or the cessation from any cause whatsoever of the liability of Licensee; (x) any defense based on any claim

that Guarantor’s obligations exceed or are more burdensome than those of Licensee; (y) the benefit of any statute of limitations

affecting Guarantor’s liability hereunder and (z) to the fullest extent permitted by law, any and all other defenses or benefits

that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties.

(iii) Guarantor waives promptness, diligence, presentment, demand, protest, notice of acceptance, notice of

any obligation incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium

law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Licensee or any other entity or

other person primarily or secondarily liable with respect to any of the obligations of Licensee, and all suretyship defenses generally.

Guarantor agrees that its obligations with respect to the Guaranty shall not be released or discharged, in whole or in part, or otherwise

affected by the failure or delay of Licensor to assert any claim or demand or to enforce any right or remedy against Licensee or any other

Person hereunder.

(iv) Guarantor represents and warrants to Licensor that (i) the execution, delivery and performance by

Guarantor of this Agreement has been duly and validly authorized by all necessary corporate, limited liability company, partnership or

other similar action of Guarantor, this Agreement has been duly executed and delivered by Guarantor, and (assuming this Agreement constitutes

the valid and binding agreement of the other parties hereto) this Agreement constitutes the legal, valid and binding obligation of Guarantor,

enforceable against Guarantor in accordance with its terms, subject to the Bankruptcy and Equity Exceptions (as defined in that certain

Membership Interest Purchase Agreement, by and between Guarantor, Licensee, LEWHP, LLC, WH Borrower LLC and WH TopCo, L.P. (the “MIP

Agreement”)); (ii) to the extent that this Agreement, including this Section 20G, must be in a form that is

acceptable to Guarantor, Guarantor has approved this Agreement as in effect on the date hereof; and (iii) no event has occurred which,

with or without notice, lapse of time or both, constitutes or would reasonably be expected to constitute a breach, default or event of

default on the part of Guarantor under this Agreement or would adversely affect Guarantor’s obligations, or Licensor’s rights

in connection with the Guaranty.

21 Miscellaneous.

A. Legal Notices. Any notice or other communication required or permitted to be given or made pursuant

to this Agreement shall be in writing in the English language and shall be delivered by e-mail to the relevant recipient’s address

below, and shall be deemed delivered on the Business Day after the date on which such e-mail was successfully sent by relevant sender’s

email account:

(i) if to Licensor, [Intentionally Omitted]; and

(ii) if to Licensee, [Intentionally Omitted].

B. Relationship. The Parties are and shall remain independent contractors, and neither Party may obligate

or bind the other to any form of contractual or other obligation. Nothing herein contained shall be construed to have the effect of placing

the Parties in the relationship of partners or joint venturers, or create any agency, or any other relationship between them other than

that of licensor and licensee.

C. No Franchise. Each Party acknowledges and agrees that this Agreement is an intellectual property

rights license agreement and does not constitute, and shall not be construed as, a franchise agreement under Applicable Law or otherwise.

Each Party further acknowledges and agrees that United States state and federal franchise laws (and any similar laws of any other jurisdiction)

do not and will not apply to this Agreement or to the relationship between the Parties and their respective rights and obligations hereunder.

Without limiting the foregoing, the Parties agree that, due to their respective business backgrounds and prior licensing experience, they

do not need the protection of United States state or federal franchise laws (and any similar laws of any other jurisdiction).

D. Interpretation. In this Agreement: (i) the Exhibits to this Agreement (including any terms

and conditions contained therein) are incorporated herein by reference and shall form part of this Agreement; (ii) the headings are

inserted for convenience only and shall be ignored in construing or interpreting this Agreement; (iii) unless the contrary intention

appears, words in the singular include the plural and vice versa; (iv) any reference to a “person” includes a natural

person, firm, partnership, limited liability partnership, company, corporation, unincorporated association, local authority, government,

state, foundation and trust (in each case whether or not having separate legal personality) and any agency of any of the above; (v) any

phrase introduced by the terms “including,” “include,” “in particular” or any similar expression shall

be deemed to be qualified by the phrase “without limitation,” and shall not limit the generality of the words preceding those

terms; (vi) the word “or” is not exclusive and means “and/or”; (vii) any reference to “day,”

“week,” “quarter” or “year” refers to a calendar day, week, quarter or year, respectively, unless

otherwise defined; and (viii) any reference to “the Parties agree,” “as agreed to by the Parties,” “upon

agreement by the Parties” or words of similar import shall mean an agreement reduced to writing and shall not refer to oral agreements.

E. No Waiver. A waiver of any right or remedy under this Agreement is only effective if given in writing

by the waiving Party. If any acts or omissions by either Party are not in conformity with any requirement of this Agreement and are not

objected to by the other Party, the failure to object shall not be a waiver of the requirement and timely and proper performance may be

insisted upon at any time. The waiver by any Party to this Agreement of any breach or violation of any provision of this Agreement by

the other Party shall not operate or be constructed to be a waiver of any subsequent breach or violation thereof.

F. Severability. If any provision or part provision of this Agreement is held to be invalid or unenforceable

by any judicial or other competent authority in any jurisdiction, then all other provisions of this Agreement will remain in full force

and effect and will not in any way be impaired. If any provision or part provision of this Agreement is held to be invalid or unenforceable

but would be valid or enforceable if some part of the provision were deleted or amended, the provision in question will apply with the

minimum modifications necessary to make it valid and enforceable and, if necessary, the Parties shall negotiate in good faith to amend

the provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the objective commercial

intention of such provision.

G. Signature Exchange. This Agreement may be executed in counterpart copy format, with each copy an

original hereof, and all copies being one and the same agreement. Signatures affixed hereto by photocopy, facsimile transmission, e-mail,

PDF, TIFF, JPEG, DocuSign or other like digital format shall have the full force and effect of original signatures.

H. Complete Agreement / No Oral Modification. This Agreement represents the complete Agreement between

the Parties with respect to its subject matter, and this Agreement replaces and supersedes any prior written and oral agreements, understanding

or statements between the Parties, whether express or implied, with respect to the subject matter contained in this Agreement. Without

limiting the foregoing, the express terms of this Agreement shall control and supersede any course of dealing or performance, or usage

of trade, that is inconsistent with any of the terms hereof. Any amendments to this Agreement must be in writing and signed by the Parties.

I. Bankruptcy Protection. All rights and licenses granted to Licensee hereunder are intended to be,

and to the greatest extent permitted under Applicable Law are, for purposes of Section 365(n) of the United States Bankruptcy

Code, licenses of intellectual property within the scope of Section 101 of the United States Bankruptcy Code and similar or related

laws in other jurisdictions. Licensor acknowledges that Licensee, as licensee of such intellectual property hereunder, will retain and

continue to fully exercise all of its rights and elections under the United States Bankruptcy Code and similar or related laws in other

jurisdictions. In the event that Licensor seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition

or comparable proceeding, or if any such proceeding is instituted against Licensor, while this Agreement is active, Licensor acknowledges

and agrees that any rejection or attempted rejection of this Agreement will constitute a breach of this Agreement, but will not have the

effect of terminating or otherwise extinguishing any of Licensee’s licenses or rights as granted hereunder, including any of Licensee’s

exclusive rights. Any sale of any Licensed IPR, including any sales made pursuant to Section 363 of the United States Bankruptcy

Code, will be subject to the licenses and rights granted under this Agreement, and will not terminate or extinguish any of Licensee’s

licenses or rights granted under this Agreement. The terms of this Section 21I are without prejudice to any rights or protections

Licensee may have arising under the United States Bankruptcy Code.

[Signature Pages Follow]

IN WITNESS WHEREOF, by their signatures

below, the Parties enter into this Agreement as of the Effective Date.

TOPCO, LLC

/s/

Yehuda Shmidman

Name:

Yehuda Shmidman

Title:

President

LANDS’

END Direct merchants, INC.

/s/

Peter L. Gray

Name:

Peter L. Gray

Title:

President and Secretary

LANDS’

END, INC. (solely for the purpose of

Section 20G)

/s/

Andrew J. McLean

Name:

Andrew J. McLean

Title:

Chief Executive

Officer

[Signature Page to License

Agreement]

Exhibit A

Definitions

For purposes of this Agreement, the following

terms shall have the meanings, and any terms or conditions set forth in this Exhibit A shall form part of this Agreement:

1. “ABL Agent” means Wells Fargo Bank, National Association, in its capacity as administrative

agent and collateral agent pursuant to the ABL Credit Agreement, in such capacities and together with any successors and assigns in such

capacities and any other entity serving in such capacities under any ABL Credit Agreement.

2. “ABL Agent License Agreement” means that certain Licensor Agreement, dated as of the

date hereof, by and among, inter alios, Licensee, Licensor and the ABL Agent (as amended, restated, supplemented, replaced or otherwise

modified from time to time).

3. “ABL Credit Agreement” means that certain ABL Credit Agreement, dated as of November 16,

2017, by and among Lands’ End, Inc., as lead borrower, Wells Fargo Bank, National Association, as administrative agent and

collateral agent, and the other lenders and parties from time to time party thereto (as amended, restated, supplemented, refinanced, replaced

or otherwise modified from time to time, including by that certain First Amendment to Credit Agreement, dated as of December 3, 2019,

that certain Second Amendment to Credit Agreement, dated as of August 12, 2020, that certain Third Amendment to Credit Agreement,

dated as of July 29, 2021, that certain Fourth Amendment to Credit Agreement, dated as of May 12, 2023, and that certain Fifth

Amendment to Credit Agreement, dated as of March 28, 2025 and on or after the date hereof).

4. “Accelerated GMR Amount” means an amount equal to the Guaranteed Minimum Royalties

that would have been payable to Licensor for the two and a half (2.5) years after the effective date of termination had such termination

not occurred; provided, however, that if the effective date of termination occurs with less than one (1) year left in the then-current

Initial Term or Renewal Term (as applicable), then the Accelerated GMR Amount shall mean an amount equal to $50,000,000 (or if termination

occurs during a Renewal Term, then an amount equal to the total Guaranteed Minimum Royalties applicable to the Contract Year during which

termination occurs).

5. “Affiliate” means any person, corporation or other entity which directly or indirectly

Controls, is Controlled by, or is under common Control with a party. Solely for purposes of this Agreement, references to (i) the

Affiliates of Licensee shall be deemed to exclude Licensor and any other entities in the corporate structure of WHP Global, LLC and (ii) the

Affiliates of Licensor shall be deemed to exclude Licensee and its subsidiaries.

6. “Agreement” has the meaning given to it in the preamble.

7. “Applicable Law” means all laws, statutes, regulations, principles of common law, treaties,

and governmental and judicial ordinances, rules, orders, decrees, judgments and rulings of any kind in any part of the world and whether

local, national or international that are applicable to and are binding on a Party or a Party’s assets from time to time.

8. “Applicable Licensor-Collected Royalties” means payments under a license agreement

made by a licensee in consideration of the license of trademark rights (whether paid as a percentage of net or gross sales, fixed fee,

guaranteed minimum fee or otherwise), but expressly excludes any and all other payments that may be required to be made by a licensee

under a license (i) as marketing fees (including those designed for reinvestment by Licensor) charged in the ordinary course of business

consistent with applicable industry practices or (ii) specifically in consideration of services (including marketing services) actually

made under the applicable license.

9. “Balancing Payment” means, in relation to a GMR Period, the Quarterly GMR Amount due

for that GMR Period minus the Royalties paid in respect of that GMR Period.

10. “Branded E-Com Site” means websites, software applications or online (including social

media) platforms that are branded with or under a Mark and are to be used in connection with any marketing, promotion, distribution or

sales of Licensed Products or Licensed Services in or into the Territory (including any available at a domain which is or incorporates,

or which on its website, social media handle or account or otherwise is branded by reference to or with, any Mark) and operated by Licensee.

A Branded E-Com Site includes any of the foregoing that is (a) (i) co-branded with a company or other organization name (for

example, a customer’s and Lands’ End co-branded website) or (ii) branded or co-branded with any trademark (or trademarks)

owned by or licensed to Licensee and (b) operated by Licensee.

11. “Branded Pop-Ups” means temporary retail locations or installations, branded with or

under a Mark, or any other trademark (or trademarks) owned by or licensed to Licensee, that are located in the Territory, and are operated

by Licensee, or by any third party authorized by Licensee to operate such location or installation on behalf of or in collaboration with

Licensee.

12. “Branded Retail Platform” means any Branded E-Com Site or catalog that is branded with

or under a Mark (whether hard-copy or digital) intended to be used in connection with any marketing, promotion, distribution or sales

of Licensed Products or Licensed Services intended for sale in or into the Territory.

13. “Branded Stores” means (i) brick-and-mortar stores branded with or under a Mark,

or any other trademark (or trademarks) owned by or licensed to Licensee, which other trademark(s) are intended to represent a level

of quality that is reasonably consistent with the brand image, and not damaging to the brand positioning, of the Marks, that are located

in the Territory, and are operated by Licensee or an Affiliate and (ii) Branded Pop-Ups.

14. “Business Day” means any day which is not a Saturday, a Sunday or a bank or public

holiday in New York State.

15. “Capsule Collection” means a curated assortment of a limited number of coordinated

products (marketed under brands with a similar prestige as the Marks and of a comparable quality as products associated therewith) with

a unified aesthetic or theme that is marketed and sold on a limited basis (not to exceed nine (9) months, inclusive of a sell-off

period).

16. “Confidential Information” means any information provided by either Party (the “Disclosing

Party”) to the other Party (the “Receiving Party”) that reasonably should be understood to be confidential

given the nature of the information or the circumstances of disclosure (whether or not marked as confidential), including the terms and

conditions of this Agreement and any and all data or information that is commercially or technically sensitive material and not generally

known to the public, including information concerning design and manufacture processes, Licensed Products, Licensed Services, marketing

and promotional strategies, plans, finances, operations, customer and supplier relationships, customer profiles, sales estimates, business

plans, and performance results relating to the past, present, or future business activities of either Party or any of its Affiliates,

but in each case excluding any information which the Receiving Party can reasonably demonstrate:

A. is or has become generally known or available to the public through no unauthorized act by or on behalf

of the Receiving Party;

B. has been or is subsequently received by the Receiving Party from a bona fide third party who is under

no confidentiality obligation in respect of that information; or

C. has been or is subsequently independently developed by the Receiving Party without use of the Confidential

Information of the Disclosing Party.

17. “Contract Year” means each twelve (12)-month period beginning on the Saturday after

the Friday closest to January 31 in the applicable year of the Term and ending on the Friday closest to January 31 of the following

year, except for (i) Contract Year 1, which means the period beginning on the Effective Date and ending on January 29, 2027,

and (ii) the last Contract Year, which means the period of time beginning on the Saturday after the Friday closest to January 31

of the year in which this Agreement expires or is terminated, and ending on the effective date of such expiration or termination. A list

of the Contract Years during the Initial Term is set forth on Exhibit H.

18. “Control” means possession, directly or indirectly, of the power to direct or cause

the direction of management or policies of any such person, corporation or entity, through ownership of voting securities, by contract,

by representation in management or otherwise, and “Controlled” shall be construed accordingly.

19. “Corporate Uniforms” means corporate or organizational uniform items developed by Licensee,

a customer of Licensee or jointly developed by Licensee and a customer of Licensee consisting of (i) apparel, including dress shirts,

polos, outerwear, pants, vests, skirts, and rain jackets, (ii) workwear, including cargo pants, cargo shorts, and work shirts and

outerwear, and (iii) accessories, including belts, scarves, ties, pocket squares, and badge clips.

20. “Digital Marketplace Sales” means Net Sales made to end customers, consumers or distributors

through third-party digital marketplaces. For the avoidance of doubt, sales made through any university or college bookstore or campus

store shall not be considered Digital Marketplace Sales.

21. “DTC Sales” means Net Sales made to end customers or consumers, other than (i) Digital

Marketplace Sales and (ii) Net Sales of Corporate Uniforms and School Uniforms.

22. “Effective Date” has the meaning given in the recitals.

23. “End Date” has the meaning given in Exhibit J.

24. “Excess Licensor Royalties” has the meaning given in Exhibit J.

25. “Exclusive Product” means any tote bags, “tugless” swimwear or “Expedition”

outerwear, or any substantially similar variations of the foregoing (including any that use the terms “tugless” or “Expedition”

or confusingly similar variants thereof), in each case, that are branded under any trademarks constituting Licensed IPR.

26. “Existing Third-Party Licenses” means all agreements set forth on Exhibit E.

27. “GMR Period” means, solely during the Term, each three (3)-month period calculated,

as applicable, as ending on the date when Licensee’s then-current fiscal quarter ends. “GMR Period 1”

means the GMR Period ending closest to the end of April; “GMR Period 2” means the GMR Period ending closest to the

end of July; “GMR Period 3” means the GMR Period ending closest to the end of October; and “GMR Period 4”

means the GMR Period ending closest to the end of January. Licensee shall provide written notice to Licensor of the dates of its fiscal

quarters thirty (30) days in advance of each Contract Year and the GMR Periods for such Contract Year shall be adjusted accordingly.

28. “Gross Sales” means, subject to Section 7E(v), all amounts billed,

invoiced, received or receivable by or on behalf of Licensee or its Permitted Sublicensees from (i) the sale of Licensed

Products or Licensed Services (including any value-added services) that are branded under any of the Marks to any end customer,

consumer or distributor through any channel, (ii) credit card revenue in consideration of issuance of a co-branded credit card

branded under any of the Marks, and (iii) the sale of Licensed Products or Licensed Services to any non-Affiliate customer or

consumer, where such Licensed Products or Licensed Services are not branded under any of the Marks, but are sold by Licensee or its

Affiliates through a Branded Retail Platform or Branded Store that is branded under the Marks (“Non-Branded

Products”). For the purposes of clauses (i) through (iii) of the foregoing, a sale of a Licensed Product or

Licensed Service shall be conclusively deemed to have occurred on [***]. [***]. For the avoidance of doubt, amounts billed,

invoiced, received or receivable with respect to products or services that are not branded under any Marks, and are not sold under a

Branded Retail Platform branded under any of the Marks or Branded Store branded under the Marks, shall not (i) constitute Gross

Sales and shall not give rise to any Royalty obligations, or (ii) count toward the Guaranteed Minimum Royalties.

29. “Guaranteed Minimum Royalties” means the following amounts for each of the following

Contract Years:

Contract Year

Guaranteed Minimum Royalties

Contract Year 1

A pro rata amount calculated based on an amount of $50,000,000 for a twelve (12)-month period

Contract Years 2 through 11

$50,000,000

Each Contract Year after Contract Year 11 until 21

One hundred and one percent (101%) of the Guaranteed Minimum Royalties applicable to the previous Contract Year

Each Contract Year after Contract Year 21

$55,231,106

30. “Initial Term” means the period from the Effective Date up to and including the date

that is ten (10) years following the conclusion of Contract Year 1.

31. “Insolvency Event” means when any of the following occurs or becomes reasonably likely

to occur in respect of a person:

A. it becomes insolvent or unable to pay its debts as they become due or it admits in writing to being generally

unable to pay its debts as they become due;

B. it institutes or consents to the institution of any proceeding under any chapter of Title 11 of the United

States Code or similar bankruptcy or insolvency law;

C. it makes an assignment for the benefit of creditors or it enters into a composition or arrangement with

its creditors;

D. it has a secured party take possession of all or substantially all of its assets or has a distress, execution,

attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets and such

secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within sixty

(60) days thereafter;

E. it applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator,

rehabilitator or similar officer for it or for all or any material part of its property;

F. a proceeding shall be commenced or a petition filed, without the application or consent of such person,

seeking or requesting the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is

appointed and the appointment continues undischarged, undismissed or unstayed for sixty (60) days; or

G. any proceeding under any chapter of Title 11 of the United States Code or similarly bankruptcy or insolvency

law relating to any such person or to all or any material part of its property is instituted without the consent of such person and continues

undismissed or unstayed for sixty (60) days.

32. “Licensed Core Products” means products described under the “Licensed Core Products”

column on Exhibit B.

33. “Licensed IPR” means all intellectual property rights owned by Licensor as of the Effective

Date (including all intellectual property rights transferred to Licensor in connection with the MIP Agreement), including all trademarks,

copyrights, domain names, social media handles and accounts, telephone numbers and associated accounts, and patents owned by (or, in the

case of domain names, telephone numbers and social media handles and accounts, owned by, registered to or otherwise controlled by) Licensor,

and any adaptations, modifications, enhancements or improvements thereto (including any trademarks that incorporate, modify, or are adaptations,

translations, or transliterations of the Marks) developed or acquired by Licensor at any time during the Term, including all Developed

IPR, in each case, in any jurisdiction of the world.

34. “Licensed Nonexclusive Products” means products described under the “Licensed

Nonexclusive Products” column on Exhibit B.

35. “Licensed Products” means, collectively, Licensed Core Products and Licensed Nonexclusive

Products. Licensed Products exclude Performance Wear.

36. “Licensed Services” means any services bearing, or marketed or sold under, the Marks

that are (i) consistent with such services offered by Licensee in the twelve (12) months prior to the Effective Date or (ii) pre-approved

in writing by Licensor.

37. “Licensee Retail Platform” means any catalog (whether hard-copy or digital), website,

software application or online (including social media) platform that is branded or co-branded with any trademark (or trademarks) owned

by or licensed to Licensee other than a Mark and is used for the marketing, promotion, distribution or sales of Licensed Products or Licensed

Services branded with or under any Mark in or into the Territory and operated by or on behalf of Licensee or its Affiliates, in each case,

which is of a quality reasonably consistent with the quality of the Branded Retail Platforms existing as of the Effective Date.

38. “Licensor Royalties” means the Applicable Licensor-Collected Royalties actually collected

by Licensor or any of Licensor’s subsidiaries from its or their respective licensees (including from Licensee) or any of such licensees’

sublicensees, either (i) prior to the End Date or, (ii) with respect to the calendar year that includes the End Date, Applicable

Licensor-Collected Royalties billed, invoiced, received, or receivable with respect to any period prior to the End Date in the calendar

year that includes the End Date, but only to the extent such amounts are actually collected prior to the twelve (12) month anniversary

of the End Date.

39. “LLC Agreement” means that certain Amended and Restated Limited Liability Company Agreement

of the Company, dated as of the date hereof, by and among the Company, Guarantor, Licensee, LEWHP, LLC, a Delaware limited liability

company, and solely for purposes of the sections enumerated therein, WH Topco, L.P., a Delaware limited partnership (as amended, modified

or supplemented from time to time).

40. “Manufacturer” means any third party (including any factory) retained by or on behalf

of Licensee or an Affiliate in connection with the manufacture of a Licensed Product.

41. “Manufacturing Cost” means the actual cost incurred by Licensee or its Affiliates,

or otherwise charged by the relevant Manufacturer(s), to produce or acquire Licensed Products (including shipping costs actually paid

by Licensee or its Affiliates), with no upcharges, service fees, sourcing fees or any other charges or soft amortized costs whatsoever

added by Licensee on to the cost incurred.

42. “Marketing Materials” means marketing or promotional materials relating or referring

to or incorporating any Licensed Product branded under any Mark.

43. “Marks” means the trademarks included within the Licensed IPR.

44. “Minimum Cash Reserve” means [***].

45. “Minimum Threshold” has the meaning given in Exhibit J.

46. “Net Sales” means Gross Sales, reduced only by, without duplication, to the extent

included in the calculation of Gross Sales:

A. credits given by Licensee for actual returns of Licensed Products;

B. sales taxes collected from customers as a separately delineated part of the sale price, required to be

remitted to a governmental tax authority;

C. shipping revenue collected from customers as a separately delineated part of the sale price; and

D. Permitted Deductions, provided that any deductions in the calculation of Net Sales based upon Permitted

Deductions for any Contract Year shall be capped at [***].

47. “Non-Branded Product Sales” means Net Sales of Non-Branded Products made to end customers

or consumers through Branded Retail Platforms or Branded Stores, which Branded Retail Platforms or Branded Stores, as applicable, are

branded under one or more of the Marks.

48. “Non-Conflicting License” means any agreement for Licensed Products entered into by

Licensor and any Non-Conflicting Third-Party Licensee.

49. “Non-Conflicting Third-Party Licensees” means Licensor’s third-party licensees

(including any licensee under any Existing Third-Party Licenses), distributors, franchisees or other designees from time to time that

operate in a manner that, subject to Section 2B, does not conflict with the exclusive rights granted to Licensee hereunder.

50. “Operational Services” means (i) all services of an operational nature, including

with respect to the fulfillment of orders, and marketing and catalog support on behalf of a licensee under an Existing Third-Party License,

and which Licensor does not hold the necessary assets or personnel to perform, in each case, which Licensor is obliged to provide under

each Existing Third-Party License, and (ii) the operational services described on Exhibit G.

51. “Outfitters & Wholesale Gross Sales” means Gross Sales made through wholesale

transactions.

52. “Outfitters & Wholesale Sales” means Net Sales made (i) through wholesale

transactions or (ii) (whether wholesale or non-wholesale) of Corporate Uniforms and School Uniforms.

53. “Performance Wear” means products that are (i) designed or engineered, and marketed

as designed or engineered, as clothing intended to enhance physical performance, support sport-specific activity, or provide functional

benefits for sport, training, fitness or exercise (including through the use of technical fabrics, construction or features such as moisture-wicking,

compression, temperature regulation, ventilation, support or impact-protection), and (ii) marketed, promoted, offered for sale and

sold specifically as exercise, training, sport or workout clothing to and through a performance wear, activewear (other than ‘athleisure’

or ‘lifestyle’ activewear), training, or sport department. Notwithstanding the foregoing, and for the avoidance of doubt,

the Parties acknowledge and agree that “Performance Wear” does not include products that are (x) primarily marketed for

spectator use, casual comfort, or as style-driven “athleisure” or “sportswear,” even if consumers choose to wear

such apparel for exercise or physical activity, or (y) described on, or substantially similar to those identified on, Exhibit I

(it being understood, for the avoidance of doubt, that such products described in the foregoing clauses (x) and (y), including “sportswear”

and “athleisure” products, may incorporate technical features or fabrications, and that such products are Licensed Products).

54. “Permitted Deductions” means the following deductions, solely to the extent arising

from Outfitters & Wholesale Gross Sales: [***].

55. “Permitted Digital Retailer” means those retailers listed at Exhibit C

as of the Effective Date, together with any New Digital Retailer approved by Licensor.

56. “Permitted Licensor Trade Channels” means:

A. duty-free channels;

B. travel retail (other than cruise ships, for so long as cruise ships are a Permitted Trade Channel);

C. military bases;

D. all markets or trade channels outside the Territory; and

E. any other market or trade channel that is not a Permitted Trade Channel.

57. “Permitted Retailer” means a New Digital Retailer, Permitted Digital Retailer, New

In-Store Retailer or any university or college bookstore or campus store.

58. “Permitted Trade Channels” means:

A. any channels (whether wholesale or non-wholesale) for sales of Licensed Products to Permitted Retailers

or to end customers or consumers through Permitted Retailers (including, for the avoidance of doubt, through cruise ships and any university

or college bookstore or campus store (whether online or in-store), subject to the proviso in paragraph E and F, respectively, below);

B. the Branded Stores, Branded Retail Platforms, Licensee Retail Platforms and telephone channels for sales

of all Licensed Products and Licensed Services to end customers or consumers;

C. for sales of School Uniforms, either the Branded Retail Platforms, through Permitted Retailers, direct

sales to schools or students (or to those purchasing on behalf of students), or, as specifically arranged with an applicable school, in

Branded Stores;

D. for sales of Corporate Uniforms to corporations or other organizations, either the Branded Retail Platforms

or direct sales to corporations or other organizations; and

E. for sales of Licensed Products to end customers or consumers or to third party retailers located on cruise

ships; provided that cruise ships shall be removed from Permitted Trade Channels (and from the Territory) if Licensee and its Affiliates

have not (i) within the three (3) years following the Effective Date, begun to make sales of Licensed Products through cruise

ship retailers (other than due to a breach of Licensor’s obligations hereunder, or Licensor’s delayed, conditioned or withholding

of consent with respect to selecting a Permitted Retailer) that exceed [***] of earned Royalties in a Contract Year, or (ii) thereafter,

in each of two (2) consecutive Contract Years, made sales of Licensed Products through cruise ship retailers that exceed [***] of

earned Royalties;

F. for sales of Licensed Products to any university or college bookstore or campus store; provided that university

or college bookstore or campus stores shall be removed from Permitted Trade Channels if Licensee and its Affiliates have not, within the

three (3) years following the Effective Date, made sales of Licensed Products through such channels that exceed [***] of earned Royalties

in a Contract Year.

59. “Prohibited Products” means (A) products that would reasonably be considered to

be immoral, deceptive, scandalous, obscene, or otherwise appeal to the prurient interest, (B) firearms, weapons or similar products,

60. “Quarterly GMR Amount” means the following amounts for each of the following GMR Periods

during the applicable Contract Year:

GMR Period

Quarterly GMR Amount

GMR Period 1

23% of the Guaranteed Minimum Royalty for the applicable Contract Year

GMR Period 2

23% of the Guaranteed Minimum Royalty for the applicable Contract Year

GMR Period 3

25% of the Guaranteed Minimum Royalty for the applicable Contract Year

GMR Period 4

29% of the Guaranteed Minimum Royalty for the applicable Contract Year

61. “Renewal Term” means a period of seven (7) successive Contract Years commencing

immediately following the expiration of the then-current Initial Term or Renewal Term, as applicable.

62. “Restricted Assignee” means any person who is an Affiliate in the corporate group operated

by any of Authentic Brands Group, Bluestar Alliance, Marquee Brands, Iconix Brands Group or a successor of any of the foregoing.

63. “Royalties” means, subject to Section 4G(ii), amounts totaling:

Trade Channel

Royalty Rate

DTC Sales

[***]

Outfitters & Wholesale Sales

[***]

Digital Marketplace Sales

[***]

Non-Branded Product Sales

[***]

64. “Royalty Adjustment Amount” has the meaning set forth in Exhibit J.

65. “Royalty Adjustment Intended Tax Treatment” has the meaning set forth in Exhibit J.

66. “Royalty Period” means, solely during the Term and the Sell-Off Period, each respective

period (coinciding with Licensee’s fiscal months) comprising, as applicable, (i) the first day of the Contract Year through

the end of fiscal February, (ii) fiscal month of March, (iii) the fiscal month of April, (iv) the fiscal month of May,

(v) the fiscal month of June, (vi) the fiscal month of July, (vii) the fiscal month of August, (viii) the fiscal month

of September, (ix) the fiscal month of October, (x) the fiscal month of November, (xi) the fiscal month of December and

(xii) fiscal month of January of the then-current Contract Year; provided that, for Contract Year 1, the first Royalty Period

shall comprise the period from the Effective Date through the end of the fiscal month of April 2026. Licensee shall provide written

notice to Licensor of the dates of its fiscal months thirty (30) days in advance of each Contract Year.

67. “School Uniforms” means apparel and items sold to a client school’s students

on an exclusive or non-exclusive basis pursuant to an arrangement with the client school (including polos, button-downs, sweaters, chinos,

skirts, shorts, gym apparel, spiritwear, athletic team uniforms and related items) through any website specific to an individual school

or, as specifically arranged with an applicable school, through a Branded Store.

68. “Tech Packs” means digital files comprising all information related to the design of

Licensed Products that are branded under one or more Marks.

69. “Term” means the Initial Term plus (if any) each Renewal Term.

70. “Territory” means Austria, Canada, Germany, France, the United Kingdom and the United

States (and its territories and possessions); provided that the “Territory” is worldwide with respect to (i) Corporate

Uniforms, (ii) sales of Licensed Products made on cruise ships (subject to the proviso in paragraph E of the definition of “Permitted

Trade Channels”), (iii) Exclusive Products, and (iv) subject to Section 2E, the use and operation of the domain

names, social media handles and telephone numbers (and any of their associated accounts) included in the Licensed IPR.

71. “Third-Party IP Payments” means royalties (whether in the form of actual royalties

or guaranteed minimum royalties) or other payments agreed to by the Parties.

72. “Third-Party Operational Payments” means all fees and payments due in respect of Operational

Services. For the avoidance of doubt, Third-Party Operational Payments exclude the Third-Party IP Payments.

Exhibit B

Licensed Core Products; Licensed Nonexclusive

Products

Licensed Products

Licensed Core Products

Licensed Nonexclusive Products

Athleisure

Men’s and women’s apparel products in the nature of ‘athleisure’ or ‘lifestyle’ activewear, including leggings, yoga-style pants, and sweatshirts/sweatpants. Athleisure excludes Performance Wear, Sportswear, Denim Products, Swimwear, Tailored Products, Sleepwear, Heavy Outerwear, Cold Weather Accessories, headwear, belts, socks, and Hosiery and Underwear.

Men’s and women’s golf pants highlighting performance features.

Bags

All totes (of all fabrications, including canvas and waxed canvas, nylon, leather or faux leather), including pet totes (“Totes”), and duffel bags (canvas and waxed canvas) other than luggage-type duffels.

Adult backpacks; bag accessories, including straps for bags and keychains, key fobs, pins, charms and patches, in each case intended to be attached to a bag

Cold Weather Accessories

N/A

Men’s and women’s wearable cold weather gear (e.g., knit headwear, gloves and scarves); provided that Licensee may only sell Cold Weather Accessories on landsend.com, and through other Branded Retail Platforms and Branded Stores.

Corporate Uniforms

All Corporate Uniforms.

N/A

Denim Products

All men’s and women’s apparel made primarily of denim fabric.

N/A

Heavy Outerwear

Men’s and women’s garments designed to be worn outside other clothing garments as outer layers, consisting of coats, topcoats, non-knit jackets, parkas, puffer jackets, puffer vests, raincoats, snow pants, snow bibs, snow jackets.

N/A

Licensed Products

Licensed Core Products

Licensed Nonexclusive Products

Home Textiles

Sheets; towels (other than kitchen towels); and Christmas stockings.

Blankets, quilts, and duvet covers; utility bedding (e.g., bed skirts, mattress toppers, mattresses, mattress pads, and duvet inserts); pillows, kitchen textiles (e.g., kitchen towels, aprons, table cloths and place mats, oven mitts); bathmats; canvas storage items other than Totes; Christmas goods and accessories other than stockings (e.g., stocking holders, wreaths, garlands, ornaments and candy); pet goods (e.g., pet beds, collars, pet toys, pet blankets, pet mats and apparel designed for pets), other than pet totes (provided that Licensee may only sell pet goods on landsend.com, and through other Branded Retail Platforms and Branded Stores); canvas storage totes.

Hosiery

N/A

Novelty socks and socks otherwise sold as part of limited releases or special collections.

Leather Goods

Men’s and women’s apparel or accessories made primarily from leather (including jackets, wallets and belts) but excluding gloves (which are considered “Cold Weather Accessories”).

Children’s wallets and belts.

School Uniforms

All School Uniforms.

N/A

Sleepwear

Men’s and women’s apparel designed to be worn for sleeping or for in-home use, or to be used as robes, bathrobes, pajamas, nightgowns, camisoles, chemises, and slips (but excluding hoodies and sweatpants).

N/A

Licensed Products

Licensed Core Products

Licensed Nonexclusive Products

Sportswear

Men’s and women’s sportswear, including knit tops, knit

dresses, knit vests, knit blazers, sweaters, t-shirts, fleece tops, woven shirts, woven vests, woven blazers, woven dresses, and non-denim

bottoms, including tops, blouses, shells, shirts, polos, tank tops, camisoles, pants, capri pants, slacks, shorts, skorts, culottes, jumpsuits,

rompers, skirts, blazers, dress jackets, shifts, caftans, sweaters, sweatshirts, sweatpants, cardigans, pullovers, hoodies, vests, ponchos

and capes. Sportswear excludes Performance Wear, Athleisure, Denim Products, Swimwear, Tailored Products, Sleepwear, Heavy Outerwear,

Cold Weather Accessories, headwear, belts, socks, and Hosiery and Underwear.

Children’s products and items that are not sold pursuant to any

arrangements specific to, or websites specific to, any particular school, but that are described on [***].

N/A

Swimwear

Men’s and women’s apparel designed primarily for swimming or beach use, including bathing suits, swim trunks, bikinis, tankinis, one-pieces, board/swim shorts, swim skirts, rash guards, cover-ups, swim dresses, swim caps, and beachwear.

N/A

Tailored Products

N/A

Men’s and women’s tailored apparel, including suits, evening and formal jackets, evening and formal pants, evening and formal blazers, dress shirts, and dress pants (including dress slacks and dress trousers), suspenders, cuff links, tuxedos, cummerbunds, bow ties, ties, and pocket squares; provided that Licensee may only sell Tailored Products on landsend.com, and through other Branded Retail Platforms and Branded Stores.

Licensed Products

Licensed Core Products

Licensed Nonexclusive Products

Underwear

N/A

Undergarments of all types, for men and women, including briefs, boxers, trunks, leggings, bras, bralettes, camisoles, slips, shapewear, in each case, that are sold as base layer intended to be worn under garments as the first layer against the skin (including thermal tops and bottoms, compression tops, and undershirts such as tees, t-shirts, scoop necks, v-necks, A-shirts and sleeveless/tank tops, in each case, that are sold as undergarments); provided that Licensee may only sell Underwear on landsend.com, and through other Branded Retail Platforms and Branded Stores.

Exhibit C

Permitted Digital Retailers

[***]

Exhibit D

Existing Branded Retail Platforms

[***]

Exhibit E

Existing Third-Party Licenses

[***]

Exhibit F

Brand Guidelines & Standards

[***]

Exhibit G

Operational Services

[***]

Exhibit H

Contract Years

Contract Year

First Date

Last Date

Effective Date

Fri, Jan 29, 2027

Sat, Jan 30, 2027

Fri, Jan 28, 2028

Sat, Jan 29, 2028

Fri, Feb 2, 2029

Sat, Feb 3, 2029

Fri, Feb 1, 2030

Sat, Jan 26, 2030

Fri, Jan 31, 2031

Sat, Feb 1, 2031

Fri, Jan 30, 2032

Sat, Jan 31, 2032

Fri, Jan 28, 2033

Sat, Jan 29, 2033

Fri, Feb 3, 2034

Sat, Feb 4, 2034

Fri, Feb 2, 2035

Sat, Feb 3, 2035

Fri, Feb 1, 2036

Sat, Feb 2, 2036

Fri, Jan 30, 2037

Exhibit I

Selected Licensee Products

[***]

Exhibit J

[***]

EX-2.4 — EXHIBIT 2.4

EX-2.4

Filename: tm2610714d1_ex2-4.htm · Sequence: 4

Exhibit 2.4

FINAL FORM

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT

(this “Agreement”), dated as of April 1, 2026, is by and among Lands’ End, Inc., a Delaware corporation

(the “Company”) and the undersigned stockholders (each, a “Stockholder”). Capitalized terms used

but not defined in this Agreement shall have meanings ascribed to such terms in the LLC Agreement (as defined below).

WHEREAS, each Stockholder

is, as of the date hereof, the record and/or beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), which meaning will apply for all purposes of this Agreement) of the number of

Stockholder Securities (as defined below) of the Company, as set forth on Exhibit A hereto;

WHEREAS, the Company, Lands’

End Direct Merchants, Inc., a Delaware corporation (“Polaris Member 2” and, together with the Company, the “Polaris

Members”), LEWHP, LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of WHP Topco (the “WHP

Member”), and, solely for purposes of Article I, Section 9.8 through Section 9.12 and Article XI

thereof, WHP Topco, have entered into that certain Amended and Restated Limited Liability Company Agreement of LE Topco, LLC, a Delaware

limited liability company, dated as of the date hereof (the “LLC Agreement”); and

WHEREAS, as a condition to

the willingness of the WHP Member and WHP Topco to enter into the LLC Agreement and as an inducement and in consideration therefor, the

WHP Member and WHP Topco have required that each Stockholder, and each Stockholder has (solely in each Stockholder’s capacity as

a record or beneficial owner of Stockholder Securities (as defined below)) agreed to, enter into this Agreement.

NOW, THEREFORE, in consideration

of the foregoing and the mutual covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto

agree as follows:

Section 1.

Representations and Warranties of Stockholders. Each Stockholder (solely in such Stockholder’s capacity as a record

or beneficial owner of Stockholder Securities) hereby, severally and not jointly, represents and warrants to the Company as follows:

(a) As of the date of this Agreement, such

Stockholder (i) is the record or beneficial owner of, or is a trust or estate that is

the record holder of and whose beneficiaries are the beneficial owners of, the shares of

common stock, par value $0.01 per share, of the Company (the “Common Stock”)

set forth on Exhibit A (together with any shares of Common Stock which such Stockholder

may directly or indirectly acquire and have the right to vote at any time from the date of

this Agreement until the Termination Date, the “Stockholder Securities”),

and (ii) except as set forth on Exhibit A, neither holds nor has any beneficial

ownership interest in any other shares of capital stock of the Company, or any option, warrant,

call, proxy, commitment, right or other instrument, obligation, right or securities convertible,

exchangeable or exercisable for shares of capital stock of the Company (each, a “Company

Equity Interest”).

- 1 -

(b) Each Stockholder has the legal capacity to execute and deliver this

Agreement and to consummate the transactions contemplated hereby.

executed and delivered by such Stockholder and, assuming this Agreement constitutes a legal,

valid and binding obligation of the Company, this Agreement constitutes a legal, valid and

binding obligation of such Stockholder, enforceable against such Stockholder in accordance

with its terms, except that such enforcement may be subject to (x) applicable bankruptcy,

insolvency, reorganization, fraudulent conveyance, moratorium, or other similar Laws, now

or hereafter in effect, relating to creditors’ rights generally and (y) the availability

of equitable remedies of specific performance and injunctive and other forms of equitable

relief may be subject to equitable defenses and to the discretion of the court before which

any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

(d) Neither the execution and delivery of

this Agreement nor the consummation by such Stockholder of the transactions contemplated

hereby will (i) result in a violation of, or a default under, or conflict with, any

contract, trust, commitment, agreement, understanding, arrangement or restriction of any

kind to which such Stockholder is a party or by which such Stockholder or such Stockholder’s

assets, including the Stockholder Securities, are bound, (ii) violate any provision

of such Stockholder’s organizational documents (if such Stockholder is an entity),

or (iii) cause a violation, or a default, by such Stockholder of any applicable legal

requirement or decree, order or judgment applicable to such Stockholder or the Stockholder

Securities, or to which such Stockholder or the Stockholder Securities are subject, except

in the cases of the foregoing (i) through (iii), for such violations, defaults or conflicts

as would not prevent or materially delay such Stockholder’s performance of its obligations

under this Agreement.

(e) The Stockholder Securities are held by

such Stockholder or by a nominee or custodian for the benefit of such Stockholder, free and

clear of all liens, subscriptions, options, warrants, calls, proxies, commitments, restrictions

and contracts of any kind (collectively, the “Liens”), except for (i) any

such Liens arising hereunder, (ii) any applicable restrictions on transfer under the

Securities Act and (iii) any Liens that would not prevent or materially delay such Stockholder’s

ability to timely perform his/her/its obligations hereunder.

(f) Such Stockholder has full voting power,

with respect to his/her/its Stockholder Securities and full power of disposition, full power

to issue instructions with respect to the matters set forth herein, and full power to agree

to all of the matters set forth in this Agreement, in each case with respect to all of his/her/its

shares of Stockholder Securities held in the name of such Stockholder. The Stockholder Securities

are not subject to any stockholders’ agreement, proxy, voting trust or other agreement,

arrangement or restriction with respect to the voting of the Stockholder Securities.

- 2 -

(g) As of the time of execution of this Agreement,

there is no Action pending or, to the knowledge of such Stockholder, threatened in writing,

against such Stockholder or such Stockholder’s assets, including the Stockholder Securities,

at law or equity before or by any Governmental Entity that would prevent or materially delay

the performance by such Stockholder of its obligations under this Agreement.

(h) Such Stockholder has received and reviewed

a copy of the LLC Agreement. Such Stockholder understands and acknowledges that the WHP Member

and WHP Topco are entering into the LLC Agreement in reliance upon such Stockholder’s

execution, delivery and performance of this Agreement.

(i) No broker, investment bank, financial

advisor or other person is entitled to any broker’s, finder’s, financial adviser’s

or similar fee or commission in connection with the transactions contemplated by this Agreement

based upon arrangements made by or on behalf of such Stockholder.

Section 2.

Representations and Warranties of the Company. The Company hereby represents and warrants to each Stockholder as follows:

(a) The Company is an entity duly organized,

validly existing and in good standing under the laws of the State of Delaware and the Company

has the corporate power and authority to execute and deliver and perform its obligations

under this Agreement and to consummate the transactions contemplated hereby, and has taken

all necessary actions to duly authorize the execution, delivery and performance of this Agreement.

(b) This Agreement has been duly authorized,

executed and delivered by the Company, and, assuming this Agreement constitutes legal, valid

and binding obligations of the other parties thereto, constitutes the legal, valid and binding

obligations of the Company, enforceable against the Company in accordance with their terms,

except that such enforcement may be subject to the Enforceability Exceptions.

this Agreement nor the consummation by the Company of the transactions contemplated hereby

will (i) result in a violation of, or a default under, or conflict with, any contract,

trust, commitment or agreement, or restriction of any kind to which the Company is a party

or by which the Company or its assets are bound, or (ii) violate any provision of such

Company’s organizational documents, except in the cases of the foregoing (i) and

(ii), for such violations, defaults or conflicts as would not prevent or materially delay

the Company’s performance of its obligations under this Agreement.

(d) As of the time of execution of this Agreement,

there is no Action pending or, to the knowledge of the Company, threatened in writing, against

the Company or its assets at law or equity before or by any Governmental Entity that would

prevent or materially delay the performance by the Company of its obligations under this

Agreement.

- 3 -

Section 3.

Voting of Shares.

(a) During the period beginning on the date

hereof and ending on the Termination Date, solely in the event that the Polaris Member or

the Polaris Holder determines that a vote of its stockholders is required to consummate an

IPO Exchange, a WHP COC Exchange or a WHP Asset Sale Exchange (each an “Exchange

Transaction”), then at any annual, special or other meeting of the Company Stockholders

called to approve such Exchange Transaction, and at every adjournment or postponement thereof,

and in connection with any action to approve such Exchange Transaction proposed to be taken

by written consent of the Company Stockholders, each Stockholder (solely in each Stockholder’s

capacity as a record holder of the Stockholder Securities) shall, or shall cause the holder

of record of such Stockholder Securities on any applicable record date to, (i) appear

(in person or by proxy) at each such meeting or otherwise cause all of such Stockholder’s

shares of Common Stock entitled to vote to be counted as present thereat for purposes of

calculating a quorum and (ii) vote (or cause to be voted), in person or by proxy, or

deliver (or cause to be delivered) a written consent with respect to, all of such Stockholder’s

shares of Common Stock entitled to vote (A) in favor of (1) the approval and consummation

of such Exchange Transaction, and (2) any vote to adjourn the meeting to a later date

or dates if necessary or appropriate, including adjournments to solicit additional proxies

if there are insufficient votes at the time of the meeting to approve or consummate such

Exchange Transaction, and/or (B) against (x) any action or agreement which would

(I) impede, prevent, or materially delay the consummation of such Exchange Transaction,

(II) result in a breach of any covenant, representation or warranty or any other obligation

or agreement of each Stockholder contained in this Agreement or (III) change in any

manner the voting rights of any class of shares of the Company. Notwithstanding anything

to the contrary in this Agreement, if at any time following the date hereof and prior to

the Termination Date, a Governmental Entity of competent jurisdiction enters into an order

restraining, enjoining or otherwise prohibiting a Stockholder from taking any action pursuant

to this Section 3, then the obligations of such Stockholder set forth in this

Section 3 to take such action shall be of no force and effect for so long as

such order is in effect solely to the extent such order restrains, enjoins or otherwise prohibits

such Stockholder from taking any such action.

(b) Notwithstanding the foregoing, each Stockholder

shall retain at all times the right to vote the shares of Common Stock or other Stockholder

Securities held by it in its sole discretion and without any other limitation on those matters,

other than those expressly set forth in Section 3(a)(ii) that are at any

time or from time to time presented for consideration to the Company Stockholders.

shall apply to each Stockholder only until the Termination Date shall have occurred, at which

time such obligations shall terminate and be of no further force or effect.

- 4 -

Section 4.

Applicability.

(a) For the avoidance of doubt, the commitments

in Section 3 apply to any Stockholder Securities held by any trust, limited partnership

or other entity over which the Stockholder exercises direct or indirect voting control.

(b) Notwithstanding any provision of this

Agreement to the contrary, this Agreement shall apply to each Stockholder solely in such

Stockholder’s capacity as a holder of the Stockholder Securities and not in such Stockholder’s

or any partner, officer, employee or Affiliate of such Stockholder’s capacity as a

director, officer or employee of the Company or any of its Subsidiaries or in such Stockholder’s

or any partner, officer, employee or Affiliate of such Stockholder’s capacity as a

trustee or fiduciary of any employee benefit plan or trust. Notwithstanding any provision

of this Agreement to the contrary, nothing in this Agreement shall (or require any Stockholder

or any partner, officer, employee or Affiliate of such Stockholder to attempt to) limit or

restrict any actions or omissions of a director and/or officer of the Company or any of its

Subsidiaries, including, without limitation, in the exercise of his or her fiduciary duties

as a director or officer of the Company or any of its Subsidiaries or in his or her capacity

as a trustee or fiduciary of any employee benefit plan or trust or prevent or be construed

to create any obligation on the part of any director or officer of the Company or any of

its Subsidiaries or any trustee or fiduciary of any employee benefit plan or trust from taking

any action in his or her capacity as such director, officer, trustee and/or fiduciary.

Section 5.

Further Assurances. Each party shall execute and deliver any additional documents and take such further actions that are

reasonably necessary to carry out all of its obligations under the provisions hereof.

Section 6.

Termination.

(a) This Agreement, and all rights and obligations

of the parties hereunder, shall terminate immediately without any notice or other action

by any Person, upon the earliest to occur of the following (the date of such termination,

the “Termination Date”):

(i) The valid termination of the

LLC Agreement in accordance with its terms;

(ii) the consummation of an Exchange

Transaction;

(iii) the

termination of the Polaris Holder’s rights with respect to an IPO Exchange, a WHP COC Exchange or a WHP Asset Sale Exchange pursuant

to the applicable provisions of Article IX of the LLC Agreement; or

(iv) the mutual written consent

of WHP Topco and the Company.

(b) Upon termination of this Agreement, all

obligations of the parties under this Agreement will terminate, without any liability or

other obligation on the part of any party hereto to any Person in respect hereof or the transactions

contemplated hereby, and no party hereto shall have any claim against another party hereto

or any other Person (and no Person shall have any rights against any such party), whether

under contract, tort or otherwise, with respect to the subject matter hereof, provided,

however, that the termination of this Agreement shall not relieve any party hereto

from liability from any willful and material breach of any covenant or obligation in this

Agreement prior to such termination.

- 5 -

herein, all obligations of any Stockholder with respect to any Stockholder Securities under

this Agreement shall terminate immediately and without any notice or other action by any

Person with respect to such Stockholder Securities upon any transfer by such Stockholder

of such Stockholder Securities to any Person other than an Affiliate of such Stockholder.

Section 7.

SEC Filings. Each Stockholder shall provide any information concerning such Stockholder and their Affiliates that is reasonably

requested by the Company in connection with the preparation and filing of any SEC or other regulatory filing that the Company makes in

connection with any Exchange Transaction or IPO Event (including any amendment or supplement thereto), and will otherwise reasonably

assist and cooperate with the Company in the preparation, filing and distribution of such filings, including the resolution of any comments

received from the SEC or other regulatory authorities.

Section 8.

Miscellaneous.

(a) Notices. Any notice required to

be given hereunder shall be sufficient if in writing, and sent by email (so long as receipt

of such email is confirmed), by reliable overnight delivery service (with proof of service),

hand delivery or certified or registered mail (return receipt requested and first-class postage

prepaid), addressed as follows:

To the Company:

Lands’ End, Inc.

5 Lands’ End Lane

Dodgeville, Wisconsin 53595

Attention: President, Lands’ End Licensing, Chief Administrative Officer and General Counsel

Email: [Intentionally Omitted]

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention: Igor Kirman

Email: IKirman@wlrk.com

- 6 -

To the Stockholders:

1170 Kane Concourse, Suite 200

Bay Harbor, Florida 33154

Attention: Raphael Di Napoli; Jason Chasko

Email: [Intentionally Omitted]

with a copy (which shall not constitute notice) to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Attention: Benet O’Reilly; Charles W. Allen

Email: boreilly@cgsh.com; callen@cgsh.com

or to such other address as a party shall

specify by written notice so given, and such notice shall be deemed to have been delivered (a) when received when sent by email

(provided that the recipient confirms in writing its receipt thereof), (b) upon proof of service when sent by reliable overnight

delivery service, (c) upon personal delivery in the case of hand delivery or (d) upon receipt of the return receipt when sent

by certified or registered mail. Any party to this Agreement may notify any other party of any changes to the address or any of the other

contact details specified in this Section 8; provided, however, that such notification shall only be effective

on the date specified in such notice or two (2) Business Days after the notice is given, whichever is later.

(b) Headings. The headings contained

in this Agreement are for convenience of the parties only and shall be given no substantive

or interpretive effect whatsoever.

Agreement may be executed in counterparts (including by facsimile, by electronic mail in

“portable document format” (.pdf) form, or by any other electronic means intended

to preserve the original graphic and pictorial appearance of a document), each of which shall

be an original, with the same effect as if the signatures thereto and hereto were upon the

same instrument.

(d) Entire Agreement; Third-Party Beneficiaries.

This Agreement, together with the LLC Agreement, constitutes the entire agreement, and supersedes

all other prior agreements and understandings, both written and oral, between the parties

with respect to the subject matter hereof and thereof. Except for WHP Topco, who shall be

an express third-party beneficiary with the right to enforce the obligations of each Stockholder

set forth in this Agreement, this Agreement is for the sole benefit of the parties hereto

and their permitted assigns and nothing herein is intended to and shall confer upon any Person

other than the parties hereto any rights or remedies hereunder.

- 7 -

(e) Governing Law; Jurisdiction. This

Agreement shall be governed by and construed in accordance with the laws of the State of

Delaware, without giving effect to any choice or conflict of law provision or rule (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 addition, each of the parties

hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement

and the rights and obligations arising hereunder, or for recognition and enforcement of any

judgment in respect of this Agreement and the rights and obligations arising hereunder brought

by the other party hereto or its successors or assigns, shall be brought and determined exclusively

in the Delaware Court of Chancery and any state appellate court therefrom within the State

of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a

particular matter, any state or federal court within the State of Delaware). Each of the

parties hereto hereby irrevocably submits with regard to any such action or proceeding for

itself and in respect of its property, generally and unconditionally, to the personal jurisdiction

of the aforesaid courts and agrees that it will not bring any action relating to this Agreement

or any of the transactions contemplated by this Agreement in any court other than the aforesaid

courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as

a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement,

(a) any claim that it is not personally subject to the jurisdiction of the above-named

courts, (b) any claim that it or its property is exempt or immune from the jurisdiction

of any such court or from any legal process commenced in such courts (whether through service

of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution

of judgment or otherwise) and (c) to the fullest extent permitted by the applicable

Law, any claim that (i) the Action in such court is brought in an inconvenient forum,

(ii) the venue of such Action is improper or (iii) this Agreement, or the subject

matter hereof, may not be enforced in or by such courts. Each party hereto irrevocably consents

to service of process inside or outside the territorial jurisdiction of the courts referred

to in this Section 8(e) in the manner provided for notices in Section 8(a).

Nothing in this Agreement will affect the right of any party hereto to serve process in any

other manner permitted by applicable Law.

(f) Waiver of Jury Trial. EACH OF THE

PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY

IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR

THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY

HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS

CONTAINED IN THIS SECTION 8(F).

(g) Assignment; Binding Effect. Neither

this Agreement nor any of the rights, interests or obligations hereunder shall be assigned

by any of the parties hereto (whether by operation of law or otherwise) without the prior

written consent of the other parties. Any assignment in violation of the preceding sentence

shall be void. Subject to the preceding two sentences, this Agreement shall be binding upon

and shall inure to the benefit of the parties hereto and their respective successors and

assigns. For the avoidance of doubt, no provision in this Agreement shall limit, impair or

restrict any Stockholder from transferring any Stockholder Securities (and such Stockholder

Securities shall cease to be Stockholder Securities upon any transfer to any Person not Affiliated

with any Stockholder).

- 8 -

(h) Severability. Any term or provision

of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to that

jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without

rendering invalid or unenforceable the remainder of such term or provision or the remaining

terms and provisions of this Agreement in any jurisdiction. If any provision of this Agreement

is so broad as to be unenforceable, such provision shall be interpreted to be only so broad

as is enforceable.

(i) Specific Enforcement. The parties

acknowledge and agree that irreparable damage would occur in the event that any of the provisions

of this Agreement were not performed in accordance with their specific terms or were otherwise

breached. Each party agrees that, in the event of any breach or threatened breach by any

other party of any covenant or obligation contained in this Agreement, the non-breaching

party shall be entitled (in addition to any other remedy that may be available to it whether

in law or equity, including monetary damages) to seek (a) a decree or order of specific

performance to enforce the observance and performance of such covenant or obligation and

(b) an injunction restraining such breach or threatened breach. Each party further agrees

that no other party or any other Person shall be required to obtain, furnish or post any

bond or similar instrument in connection with or as a condition to obtaining any remedy referred

to in this Section 8(i), and each party irrevocably waives any right it may have

to require the obtaining, furnishing or posting of any such bond or similar instrument.

(j) Amendments; Waivers. This Agreement

may be amended if, and only if, such amendment is in writing and signed by the Company and

each Stockholder. Any provision of this Agreement may be waived if, and only if, such waiver

is in writing and signed by the party against whom the waiver is to be effective. No failure

or delay by any party in exercising any right hereunder shall operate as a waiver thereof

nor shall any single or partial exercise thereof preclude any other or further exercise of

any other right hereunder.

(k) No Presumption. 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.

(l) No Ownership Interest. Nothing

contained in this Agreement shall be deemed to vest in the Company, WHP Topco or any other

Person any direct or indirect ownership or incidence of ownership of or with respect to the

Stockholder Securities. All rights, ownership and economic benefits of and relating to the

Stockholder Securities shall remain vested in and belong to each Stockholder, and the Company

and WHP Topco shall not have any authority to exercise any power or authority to direct each

Stockholder in the voting of any of the Stockholder Securities, except as otherwise specifically

provided herein.

[Signature pages follow]

- 9 -

IN WITNESS WHEREOF, the Company

and each Stockholder have caused this Agreement to be duly executed and delivered as of the date first written above.

LANDS’ END, INC.

By:

/s/ Andrew J.

McLean

Name: Andrew J. McLean

Title: Chief Executive Officer

[Signature Page to Voting and Support Agreement]

STOCKHOLDERS:

EDWARD S. LAMPERT

/s/

Edward S. Lampert

THE NICHOLAS FLOYD LAMPERT 2015 TRUST

By:

/s/ Edward S.

Lampert

Name: Edward S. Lampert

Title: Investment Trustee

THE NINA ROSE LAMPERT 2015 TRUST

By:

/s/ Edward S.

Lampert

Name: Edward S. Lampert

Title: Investment Trustee

ESL PARTNERS, L.P.

By: RBS Partners, L.P., as Manager

By: ESL Investments, Inc., as General

Partner

By:

/s/ Edward S.

Lampert

Name: Edward S. Lampert

Title: Chairman and Chief Executive Officer

RSR INVESTMENTS LLC

By:

/s/ Edward S.

Lampert

Name: Edward S. Lampert

Title: Chairman and Chief Executive Officer

[Signature Page to Voting

and Support Agreement]

Exhibit A

[Intentionally Omitted]

EX-2.5 — EXHIBIT 2.5

EX-2.5

Filename: tm2610714d1_ex2-5.htm · Sequence: 5

Exhibit 2.5

EXECUTION

VERSION

VOTING

AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT

(this “Agreement”), dated as of April 1, 2026, is by and among Lands’ End, Inc., a Delaware corporation

(the “Company”) and LEWHP, LLC, a Delaware limited liability company (the “Stockholder”). Capitalized

terms used but not defined in this Agreement shall have meanings ascribed to such terms in the LLC Agreement (as defined below).

WHEREAS, the Stockholder is,

as of the date hereof, the record and/or beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), which meaning will apply for all purposes of this Agreement) of the number of Stockholder

Securities (as defined below) of the Company, as set forth on Exhibit A hereto;

WHEREAS, the Company, Lands’

End Direct Merchants, Inc., a Delaware corporation (“Polaris Member 2” and, together with the Company, the “Polaris

Members”), the Stockholder and, solely for purposes of Article I, Section 9.8 through Section 9.12

and Article XI thereof, WH Topco, L.P., a Delaware limited partnership (“WHP Topco”), have entered into

that certain Amended and Restated Limited Liability Company Agreement of LE Topco, LLC, a Delaware limited liability company, dated as

of the date hereof (the “LLC Agreement”); and

WHEREAS, as a condition to

the willingness of the Polaris Members to enter into the LLC Agreement and as an inducement and in consideration therefor, the Polaris

Members have required that the Stockholder, and the Stockholder has (solely in the Stockholder’s capacity as a record or beneficial

owner of Stockholder Securities (as defined below)) agreed to, enter into this Agreement.

NOW, THEREFORE, in consideration

of the foregoing and the mutual covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto

agree as follows:

SECTION 1. Representations

and Warranties of the Stockholder. The Stockholder (solely in the Stockholder’s capacity as a record or beneficial owner of

Stockholder Securities) hereby represents and warrants to the Company as follows:

(a) As of the date of this Agreement, the Stockholder (i) is the record or beneficial owner of, or is a trust or estate that is the

record holder of and whose beneficiaries are the beneficial owners of, the shares of common stock, par value $0.01 per share, of the Company

(the “Common Stock”) set forth on Exhibit A (together with any shares of Common Stock which the Stockholder

may directly or indirectly acquire and have the right to vote at any time from the date of this Agreement until the Termination Date,

the “Stockholder Securities”), and (ii) except as set forth on Exhibit A, neither holds nor has any

beneficial ownership interest in any other shares of capital stock of the Company, or any option, warrant, call, proxy, commitment, right

or other instrument, obligation, right or securities convertible, exchangeable or exercisable for shares of capital stock of the Company

(each, a “Company Equity Interest”).

(b) The Stockholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

(c) This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming this Agreement constitutes a legal,

valid and binding obligation of the Company, this Agreement constitutes a legal, valid and binding obligation of the Stockholder, enforceable

against the Stockholder in accordance with its terms, except that such enforcement may be subject to (x) applicable bankruptcy, insolvency,

reorganization, fraudulent conveyance, moratorium, or other similar Laws, now or hereafter in effect, relating to creditors’ rights

generally and (y) the availability of equitable remedies of specific performance and injunctive and other forms of equitable relief

may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively,

the “Enforceability Exceptions”).

(d) Neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby

will (i) result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding,

arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder or the Stockholder’s assets,

including the Stockholder Securities, are bound, (ii) violate any provision of the Stockholder’s organizational documents,

or (iii) cause a violation, or a default, by the Stockholder of any applicable legal requirement or decree, order or judgment applicable

to the Stockholder or the Stockholder Securities, or to which the Stockholder or the Stockholder Securities are subject, except in the

cases of the foregoing (i) through (iii), for such violations, defaults or conflicts as would not prevent or materially delay the

Stockholder’s performance of its obligations under this Agreement.

(e) The Stockholder Securities are held by the Stockholder or by a nominee or custodian for the benefit of the Stockholder, free and clear

of all liens, subscriptions, options, warrants, calls, proxies, commitments, restrictions and contracts of any kind (collectively, the

“Liens”), except for (i) any such Liens arising hereunder, (ii) any applicable restrictions on transfer under

the Securities Act and (iii) any Liens that would not prevent or materially delay the Stockholder’s ability to timely perform

its obligations hereunder.

(f) The Stockholder has full voting power, with respect to its Stockholder Securities and full power of disposition, full power to issue

instructions with respect to the matters set forth herein, and full power to agree to all of the matters set forth in this Agreement,

in each case with respect to all of its shares of Stockholder Securities held in the name of the Stockholder. The Stockholder Securities

are not subject to any stockholders’ agreement, proxy, voting trust or other agreement, arrangement or restriction with respect

to the voting of the Stockholder Securities.

(g) As of the time of execution of this Agreement, there is no Action pending or, to the knowledge of the Stockholder, threatened in

writing, against the Stockholder or the Stockholder’s assets, including the Stockholder Securities, at law or equity before or by any Governmental Entity that would prevent or materially

delay the performance by the Stockholder of its obligations under this Agreement.

-2-

(h) The Stockholder has received and reviewed a copy of the LLC Agreement. The Stockholder understands and acknowledges that the Polaris

Members are entering into the LLC Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

(i) No broker, investment bank, financial advisor or other person is entitled to any broker’s, finder’s, financial adviser’s

or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on

behalf of the Stockholder.

SECTION 2. Representations and Warranties

of the Company. The Company hereby represents and warrants to the Stockholder as follows:

(a) The Company is an entity duly organized, validly existing and in good standing under the laws of the State of Delaware and the Company

has the corporate power and authority to execute and deliver and perform its obligations under this Agreement and to consummate the transactions

contemplated hereby, and has taken all necessary actions to duly authorize the execution, delivery and performance of this Agreement.

(b) This Agreement has been duly authorized, executed and delivered by the Company, and, assuming this Agreement constitutes legal, valid

and binding obligations of the other parties thereto, constitutes the legal, valid and binding obligations of the Company, enforceable

against the Company in accordance with their terms, except that such enforcement may be subject to the Enforceability Exceptions.

(c) Neither the execution and delivery of this Agreement nor the consummation by the Company of the transactions contemplated hereby will

(i) result in a violation of, or a default under, or conflict with, any contract, trust, commitment or agreement, or restriction

of any kind to which the Company is a party or by which the Company or its assets are bound, or (ii) violate any provision of such

Company’s organizational documents, except in the cases of the foregoing (i) and (ii), for such violations, defaults or conflicts

as would not prevent or materially delay the Company’s performance of its obligations under this Agreement.

(d) As of the time of execution of this Agreement, there is no Action pending or, to the knowledge of the Company, threatened in writing,

against the Company or its assets at law or equity before or by any Governmental Entity that would prevent or materially delay the performance

by the Company of its obligations under this Agreement.

-3-

SECTION 3. Voting of Shares.

(a) During the period beginning on the date hereof and ending on the Termination Date, solely in the event that the Polaris Member or

the Polaris Holder determines that a vote of its stockholders is required to

consummate an IPO Exchange, a WHP COC Exchange or a WHP Asset Sale Exchange (each an “Exchange Transaction”), then

at any annual, special or other meeting of the Company Stockholders called to approve such Exchange Transaction, and at every adjournment

or postponement thereof, and in connection with any action to approve such Exchange Transaction proposed to be taken by written consent

of the Company Stockholders, the Stockholder (solely in the Stockholder’s capacity as a record holder of the Stockholder Securities)

shall, or shall cause the holder of record of the Stockholder Securities on any applicable record date to, (i) appear (in person

or by proxy) at each such meeting or otherwise cause all of the Stockholder’s shares of Common Stock entitled to vote to be counted

as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or

cause to be delivered) a written consent with respect to, all of the Stockholder’s shares of Common Stock entitled to vote (A) in

favor of (1) the approval and consummation of such Exchange Transaction, and (2) any vote to adjourn the meeting to a later

date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the

time of the meeting to approve or consummate such Exchange Transaction, and/or (B) against (x) any action or agreement which

would (I) impede, prevent, or materially delay the consummation of such Exchange Transaction, (II) result in a breach of any

covenant, representation or warranty or any other obligation or agreement of the Stockholder contained in this Agreement or (III) change

in any manner the voting rights of any class of shares of the Company. Notwithstanding anything to the contrary in this Agreement, if

at any time following the date hereof and prior to the Termination Date, a Governmental Entity of competent jurisdiction enters into an

order restraining, enjoining or otherwise prohibiting the Stockholder from taking any action pursuant to this Section 3, then

the obligations of the Stockholder set forth in this Section 3 to take such action shall be of no force and effect for so

long as such order is in effect solely to the extent such order restrains, enjoins or otherwise prohibits the Stockholder from taking

any such action.

(b) Notwithstanding the foregoing, the Stockholder shall retain at all times the right to vote the shares of Common Stock or other Stockholder

Securities held by it in its sole discretion and without any other limitation on those matters, other than those expressly set forth in

Section 3(a)(ii) that are at any time or from time to time presented for consideration to the Company Stockholders.

(c) The obligations set forth in this Section 3 shall apply to the Stockholder only until the Termination Date shall have

occurred, at which time such obligations shall terminate and be of no further force or effect.

SECTION 4. Applicability.

(a) For the avoidance of doubt, the commitments in Section 3 apply to any Stockholder Securities held by any trust, limited

partnership or other entity over which the Stockholder exercises direct or indirect voting control.

-4-

(b) Notwithstanding any provision of this Agreement to the contrary, this Agreement shall apply to the Stockholder solely in the Stockholder’s

capacity as a holder of the Stockholder Securities.

SECTION 5. Further

Assurances. Each party shall execute and deliver any additional documents and take such further actions that are reasonably necessary

to carry out all of its obligations under the provisions hereof.

SECTION 6. Termination.

(a) This Agreement, and all rights and obligations of the parties hereunder, shall terminate immediately without any notice or other action

by any Person, upon the earliest to occur of the following (the date of such termination, the “Termination Date”):

(i) The valid termination of the LLC Agreement in accordance with its terms;

(ii) the consummation of an Exchange Transaction;

(iii) the termination of the Polaris Holder’s rights with respect

to an IPO Exchange, a WHP COC Exchange or a WHP Asset Sale Exchange pursuant to the applicable provisions of Article IX of the LLC

Agreement; or

(iv) the mutual written consent of WHP Topco and the Company.

(b) Upon termination of this Agreement, all obligations of the parties under this Agreement will terminate, without any liability or other

obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party hereto

shall have any claim against another party hereto or any other Person (and no Person shall have any rights against any such party), whether

under contract, tort or otherwise, with respect to the subject matter hereof, provided, however, that the termination of

this Agreement shall not relieve any party hereto from liability from any willful and material breach of any covenant or obligation in

this Agreement prior to such termination.

(c) Notwithstanding anything to the contrary herein, all obligations of the Stockholder with respect to any Stockholder Securities under

this Agreement shall terminate immediately and without any notice or other action by any Person with respect to such Stockholder Securities

upon any transfer by the Stockholder of such Stockholder Securities to any Person other than an Affiliate of the Stockholder.

SECTION 7. SEC Filings.

The Stockholder shall provide any information concerning the Stockholder and its Affiliates that is reasonably requested by the Company

in connection with the preparation and filing of any SEC or other regulatory filing that the Company makes in connection with any Exchange

Transaction or IPO Event (including any amendment or supplement thereto), and will otherwise reasonably assist and cooperate with the

Company in the preparation, filing and distribution of such filings, including the resolution of any comments received from the SEC or

other regulatory authorities.

-5-

SECTION 8. Miscellaneous.

(a) Notices. Any notice required to be given hereunder shall be sufficient if in writing, and sent by email (so long as receipt

of such email is confirmed), by reliable overnight delivery service (with proof of service), hand delivery or certified or registered

mail (return receipt requested and first-class postage prepaid), addressed as follows:

To the Company:

Lands’ End, Inc.

5 Lands’ End Lane

Dodgeville, Wisconsin 53595

Attention: President, Lands’ End Licensing, Chief

Administrative Officer

and General Counsel

Email: [Intentionally Omitted]

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention: Igor Kirman

Email: IKirman@wlrk.com

To the Stockholder:

LEWHP, LLC

c/o WHP Global

530 Fifth Avenue, 12th Floor

New York, New York 10036

Attention: Yehuda Shmidman; Gregg Donnenfeld

Email: [Intentionally Omitted]

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

2049 Century Park East

Los Angeles, California 90067

Attention: Hamed Meshki, P.C.

Email: hamed.meshki@kirkland.com

or to such other address as a party

shall specify by written notice so given, and such notice shall be deemed to have been delivered (a) when received when sent by

email (provided that the recipient confirms in writing its receipt thereof), (b) upon proof of service when sent by reliable

overnight delivery service, (c) upon personal delivery in the case of hand delivery or (d) upon receipt of the return

receipt when sent by certified or registered mail. Any party to this Agreement may notify any other party of any changes to the

address or any of the other contact details specified in this Section 8; provided, however, that such

notification shall only be effective on the date specified in such notice or two (2) Business Days after the notice is given,

whichever is later.

-6-

(b) Headings. The headings contained in this Agreement are for convenience of the parties only and shall be given no substantive

or interpretive effect whatsoever.

(c) Counterparts; Effectiveness. This Agreement may be executed in counterparts (including by facsimile, by electronic mail in

“portable document format” (.pdf) form, or by any other electronic means intended to preserve the original graphic and pictorial

appearance of a document), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon

the same instrument.

(d) Entire Agreement; Third-Party Beneficiaries. This Agreement, together with the LLC Agreement, constitutes the entire agreement,

and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter

hereof and thereof. This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein is intended

to and shall confer upon any Person other than the parties hereto any rights or remedies hereunder.

(e) Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of

Delaware, without giving effect to any choice or conflict of law provision or rule (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 addition, each of

the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations

arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising

hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware

Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines

to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto

hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally,

to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of

the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably

waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement,

(a) any claim that it is not personally subject to the jurisdiction of the above-named courts, (b) any claim that it or its

property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through

service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and

(c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient

forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced

in or by such courts. Each party hereto irrevocably consents to service of process inside or outside the territorial jurisdiction of the

courts referred to in this Section 8(e) in the manner provided for notices in Section 8(a). Nothing in this

Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable Law.

-7-

(f) Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY

IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY

MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS

CONTAINED IN THIS SECTION 8(F).

(g) Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned

by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Any assignment

in violation of the preceding sentence shall be void. Subject to the preceding two sentences, this Agreement shall be binding upon and

shall inure to the benefit of the parties hereto and their respective successors and assigns. For the avoidance of doubt, no provision

in this Agreement shall limit, impair or restrict the Stockholder from transferring any Stockholder Securities (and such Stockholder Securities

shall cease to be Stockholder Securities upon any transfer to any Person not Affiliated with the Stockholder).

(h) Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to that

jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the

remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction. If any provision of this

Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

(i) Specific Enforcement. The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions

of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Each party agrees that, in the

event of any breach or threatened breach by any other party of any covenant or obligation contained in this Agreement, the non-breaching

party shall be entitled (in addition to any other remedy that may be available to it whether in law or equity, including monetary damages)

to seek (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and

(b) an injunction restraining such breach or threatened breach. Each party further agrees that no other

party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition

to obtaining any remedy referred to in this Section 8(i), and each party irrevocably waives any right it may have to require

the obtaining, furnishing or posting of any such bond or similar instrument.

-8-

(j) Amendments; Waivers. This Agreement may be amended if, and only if, such amendment is in writing and signed by the Company

and the Stockholder. Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the party

against whom the waiver is to be effective. No failure or delay by any party in exercising any right hereunder shall operate as a waiver

thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

(k) No Presumption. 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.

(l) No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company or any other Person any direct

or indirect ownership or incidence of ownership of or with respect to the Stockholder Securities. All rights, ownership and economic benefits

of and relating to the Stockholder Securities shall remain vested in and belong to the Stockholder, and the Company shall not have any

authority to exercise any power or authority to direct the Stockholder in the voting of any of the Stockholder Securities, except as otherwise

specifically provided herein.

[Signature pages follow]

-9-

IN WITNESS WHEREOF, the Company and the Stockholder

have caused this Agreement to be duly executed and delivered as of the date first written above.

LANDS’ END, INC.

By:

/s/ Andrew J. McLean

Name: Andrew J. McLean

Title: Chief Executive Officer

[Signature Page to WHP Voting and Support Agreement]

LEWHP, LLC

By:

/s/ Yehuda Shmidman

Name:

Yehuda Shmidman

Title:

Chief Executive Officer

Address:

530 Fifth Avenue, 12th Floor

New York, New York 10036

[Signature Page to WHP Voting and Support Agreement]

Exhibit A

STOCKHOLDER SECURITIES

[Intentionally Omitted]

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2610714d1_ex99-1.htm · Sequence: 6

Exhibit 99.1

Lands’ End and WHP Global Complete Joint Venture

to Accelerate Global Brand Expansion and Unlock Significant Stockholder Value

JV will accelerate expansion of Lands’ End’s

growth into new categories, channels, and internationally, by leveraging WHP Global’s best-in-class platform

$300M in gross proceeds to Lands’ End enables

full repayment of term loan debt, greatly reducing interest expense and significantly strengthening the Company’s balance sheet

to deliver strategic flexibility and optionality to enhance stockholder value

Lands’ End stockholders have additional upside

opportunity through potential exchange of Lands’ End’s interest in Joint Venture for equity in WHP Global

In a separate press release, WHP Global announced

the completion of a Tender Offer for approximately $100 million of Lands’ End shares at a price per share of $45

Lands’ End to host enhanced first quarter

fiscal 2026 results conference call in June providing multi-year financial framework

DODGEVILLE, Wis. and NEW YORK, April 1, 2026 (GLOBE NEWSWIRE) —

Lands’ End, Inc. (NASDAQ: LE) (“Lands’ End” or the “Company”) and WHP Global (“WHP Global”)

today announced the successful creation of their joint venture (“JV”), marking a transformative step forward in the Company’s

long-term growth strategy. The JV is designed to unlock the value of the Lands’ End brand while materially enhancing the Company’s

financial position and strategic flexibility.

Pursuant to the transaction agreement, Lands’ End contributed all

of the intellectual property and related assets associated with the Lands’ End brand, including the license agreements entered

into in connection with Lands’ End’s licensing business, to the JV, and received $300 million in cash from WHP Global for

a 50% controlling interest in the JV. WHP Global will leverage its proven global brand-management platform to accelerate Lands’

End’s expansion across new categories and channels, and international markets, to generate new high-margin royalty streams and extend

the brand’s global footprint.

Lands’ End maintains full operational control of its core direct-to-consumer

(“DTC”) and business-to-business (“B2B”) businesses, ensuring complete continuity for customers, partners, and

employees. The Company has used the majority of the proceeds to fully repay its $234 million term loan, significantly reducing interest

expense and strengthening its balance sheet. This improved capital structure provides the Company increased flexibility to pursue strategically

and financially accretive opportunities to drive long-term stockholder value.

Andrew McLean, Chief Executive Officer of Lands’ End, stated: “Creating

this joint venture with WHP Global is a pivotal milestone for Lands’ End and positions us for a stronger, faster, and more globally

diversified growth trajectory. WHP Global’s extensive brand-development platform will enable us to amplify the reach of the Lands’

End brand far beyond what we could pursue independently, while we maintain our disciplined focus on operational excellence across our

DTC and B2B businesses. At the same time, by fully paying down our term loan, we now have greater financial flexibility to pursue strategic

opportunities that advance our mission. Alongside this JV, we’ve built a powerful, multi-faceted foundation for sustained value

creation.”

Yehuda Shmidman, Founder, Chairman & CEO of WHP Global, added: “This

milestone transaction marks the next phase of growth for Lands’ End. With the brand’s strong foundation and WHP Global’s

global platform, we are well positioned to expand into new categories and markets to drive long-term value for all.”

Additional Stockholder Upside Through Potential WHP Global Equity Participation

the event of a qualifying WHP Global monetization – such as a public listing or majority sale of WHP Global – Lands’

End may exchange its JV stake for equity in WHP Global at the same valuation multiple as represented by the WHP Global monetization transaction.

This structure provides Lands’ End stockholders with a unique, additional pathway to participate in WHP Global’s platform-driven

value creation.

Tender Offer by WHP Global

In a separate press release,

WHP Global announced today that it has completed its tender offer for approximately $100 million of Lands’ End shares at a price

of $45.00 per share. The tender offer was oversubscribed, and thus subject to proration. Following the tender offer, WHP Global owns

approximately 7% of Lands’ End’s outstanding shares of common stock.

Enhanced Earnings Call in June

As announced previously, Lands’

End will host an enhanced earnings call in June following the release of first-quarter fiscal 2026 results. This call will include a

comprehensive multi-year financial framework outlining the post-transaction operating model, long-term revenue and profit drivers, and

the strategic initiatives expected to shape the Company’s next phase of value creation.

Advisors

Perella Weinberg Partners served as financial advisor to Lands' End, and

Wachtell, Lipton, Rosen & Katz served as legal advisor.

Morgan Stanley & Co. LLC served as financial advisor to WHP Global,

and Kirkland & Ellis LLP served as legal advisor. Morgan Stanley Senior Funding, Inc. provided committed debt financing to support

the acquisition.

About Lands' End, Inc.

Lands' End, Inc. (NASDAQ: LE) is a leading digital retailer of solution-based

apparel, swimwear, outerwear, accessories, footwear, home products and uniforms. Lands' End offers products online at www.landsend.com,

through third-party distribution channels, our own Company Operated stores and third-party license agreements. Lands' End also offers

products to businesses and schools, for their employees and students, through the Outfitters distribution channel. Lands' End is a classic

American lifestyle brand that creates solutions for life's every journey.

About WHP Global

WHP Global (www.whp-global.com) is a leading brand management platform

founded in 2019 to acquire and grow consumer brands. Its portfolio includes 15+ powerful brands across fashion, sports, and hardgoods,

generating over $8 billion in annual retail sales across 80+ countries. Headquartered in New York with offices worldwide, WHP Global partners

with more than 235 leading operators and drives strategic value through proprietary initiatives, including an internal AI Innovation Lab.

For brand news and updates, follow WHP Global on Instagram and LinkedIn.

Cautionary Notes on Forward-Looking Statements

This press release contains forward-looking statements that involve risks

and uncertainties, including statements regarding the transactions by and among the Company, Lands’ End Direct Merchants, Inc.,

a wholly owned subsidiary of the Company (together with the Company, “Sellers”), WH Borrower, LLC (“WHP Borrower”),

WHP Topco, L.P. (“WHP Topco”), LEWHP LLC, a wholly owned indirect subsidiary of WHP Topco (“WHP”) and the JV (the

“Transactions”) and the expected results and benefits of the Transactions. These forward-looking statements generally are

identified by the words “anticipate,” “estimate,” “expect,” “intend,” “project,”

“plan,” “predict,” “believe,” “seek,” “continue,” “outlook,” “may,”

“might,” “will,” “should,” “can have,” “likely,” “targeting” or

the negative version of these words or comparable words.