Form 8-K

8-K — SUJA LIFE, INC.

Accession: 0001104659-26-057915

Filed: 2026-05-08

Period: 2026-05-06

CIK: 0001934114

SIC: 2080 (BEVERAGES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — tm2530822d27_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2530822d27_ex1-1.htm)

EX-3.1 — EXHIBIT 3.1 (tm2530822d27_ex3-1.htm)

EX-3.2 — EXHIBIT 3.2 (tm2530822d27_ex3-2.htm)

EX-10.1 — EXHIBIT 10.1 (tm2530822d27_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2530822d27_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2530822d27_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (tm2530822d27_ex10-4.htm)

EX-10.5 — EXHIBIT 10.5 (tm2530822d27_ex10-5.htm)

EX-10.7 — EXHIBIT 10.7 (tm2530822d27_ex10-7.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2530822d27_8k.htm · Sequence: 1

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): May 6, 2026

Suja Life, Inc.

(Exact name of registrant

as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-43273

(Commission File Number)

39-4779189

(IRS Employer Identification No.)

3831 Ocean Ranch Blvd.

Oceanside, CA

92056

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (855) 879-7852

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:

Written communication 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

Class A common stock, par value $0.0001 per share

SUJA

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. ¨

Item 1.01 Entry into a Material Definitive Agreement.

May 6, 2026, Suja Life, Inc. (the “Company”) and Suja Life Holdings, L.P. (“Holdings LP”) entered

into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Jefferies LLC, and

William Blair & Company, L.L.C., as representatives of the several underwriters named therein (collectively, the

“Underwriters”) relating to the initial public offering (the “IPO”) of the Company’s Class A

common stock, par value $0.0001 per share (“Class A Common Stock”). The Underwriting Agreement provides for the

offer and sale by the Company of 8,888,889 shares of Class A Common Stock (the

“Firm Shares”) at a public offering price of $21.00 per share. Pursuant to the Underwriting Agreement, the Company

granted the Underwriters a 30-day option to purchase up to an additional 1,333,333 shares of Class A Common Stock. On

May 8, 2026, the IPO closed and the Firm Shares were delivered. The material terms of the IPO are described in the prospectus,

dated May 6, 2026 (the “Prospectus”), filed by the Company with the Securities and Exchange Commission (the

“Commission”) on May 8, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the

“Securities Act”). The IPO is registered with the Commission pursuant to the Company’s Registration Statement on

Form S-1, as amended (File No. 333-294971).

The

Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination

provisions. The Company has agreed to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including

liabilities under the Securities Act. This description of the Underwriting Agreement is qualified

in its entirety by reference to the full text of the Underwriting Agreement attached hereto as Exhibit 1.1, which is incorporated

by reference into this Item 1.01. Additionally, for a summary description of relationships between the Company and the Underwriters, see

the section entitled “Underwriting” in the Prospectus.

In connection with the consummation of the IPO, the Company entered into the following additional agreements:

· the Director Designation Agreement, dated as of May 8, 2026,

by and among the Company and the stockholders party thereto, a copy of which is filed as Exhibit 10.1 to this Current Report on Form

8-K and is incorporated by reference herein;

· the Sixth Amended and Restated Limited Partnership Agreement

of Holdings LP, dated as of May 7, 2026, by and among the Company and the other signatories party thereto, a copy of which is filed as

Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein;

· the Tax Receivable Agreement, dated as of May 7, 2026, by and

among the Company and the other parties named therein, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and

is incorporated by reference herein; and

· the Exchange Agreement, dated as of May 7, 2026, by and among

the Company and the other signatories party thereto, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and

is incorporated by reference herein.

Descriptions of these agreements are contained in the Prospectus in the sections entitled “Certain Relationships and Related Party

Transactions” and “Organizational Structure” and are incorporated by reference into this Item 1.01. Such descriptions are qualified in their entirety by reference to the full text of each of the agreements attached hereto

as Exhibits 10.1, 10.2, 10.3 and 10.4, which are incorporated by reference into this Item 1.01.

Fifth Amendment to the Credit Agreement

May 8, 2026, certain indirect subsidiaries of the Company entered into that certain Fifth Amendment to the Credit Agreement

(the “Amendment”) which amended that certain Credit Agreement, dated as of August 23, 2021, by and among Suja Life Intermediate

II, LLC, Suja Life, LLC, JPMorgan Chase Bank, N.A., as administrative agent, the guarantors party thereto from time to time and the lenders

party thereto from time to time (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior

to the date hereof, the “Credit Agreement”) to, among other things, facilitate the reorganization

in connection with the IPO.

The foregoing description

of the Amendment is qualified in its entirety by reference to the full text of the Amendment attached

hereto as Exhibit 10.5, which is incorporated by reference into this Item 1.01.

Item 3.02 Unregistered Sales

of Equity Securities.

In connection with the consummation of the IPO and as contemplated by the transactions

described in the Prospectus under “Organizational Structure,” which section is incorporated by reference into this Item 3.02,

the Company issued to the LP Unitholders (as defined in the Prospectus) 14,836,312 shares of Class V common stock, par value $0.0001 per

share (the “Class V Common Stock”). A description of the designations, rights, powers and preferences of the Class V Common

Stock is contained in the Prospectus in the section entitled “Description of Capital Stock” and is incorporated by reference

into this Item 3.02. The issuance of the Class V Common Stock described in this paragraph was made in reliance on Section 4(a)(2) of the

Securities Act and Rule 506 promulgated thereunder.

Item 3.03 Material Modification to Rights of Security Holders.

The information provided under

Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

On May 6, 2026, Alex

Corbacho, Robert DeBorde, Randy Papadellis, Mark Partin, Kevin Schwartz, and Kathy Vrabeck were appointed to the Company’s board

of directors. Biographical information and other information regarding the committees upon which Messrs. Corbacho, DeBorde, Papadellis,

Partin, and Schwartz, and Ms. Vrabeck are expected to serve, related party transactions involving any of these directors, the compensation

plans in which these directors participate and information about any arrangement or understanding between these directors and any other

persons pursuant to which these directors were selected as a director are included in the Prospectus in the sections entitled “Certain

Relationships and Related Party Transactions,” “Executive Compensation,” and “Management” and are incorporated

by reference into this Item 5.02.

On or around May 8, 2026,

in connection with the IPO, the Company entered into indemnification agreements with each of its directors and executive officers. These

agreements provide the Company’s directors and executive officers with contractual rights to indemnification, expense advancement

and reimbursement, to the fullest extent permitted under the Delaware General Corporation Law. These indemnification rights are not exclusive

of any other right that an indemnified person may have or hereafter acquire under any statute, provision of the Company’s Certificate

of Incorporation or Bylaws (each as defined below), any agreement, or vote of stockholders or disinterested directors or otherwise. This

description of the indemnification agreements is qualified in its entirety by reference to the form

of director and officer indemnification agreement attached hereto as Exhibit 10.6, which is incorporated by reference into this Item

5.02.

Additionally, on May 8,

2026, and in connection with the IPO, the Company adopted the Suja Life, Inc. 2026 Omnibus Incentive Plan (the “Omnibus Plan”).

A description of the Omnibus Plan is contained in the Prospectus in the section entitled “Executive Compensation—Omnibus Plan”

and is incorporated by reference into this Item 5.02. Such description is qualified in its entirety

by reference to the full text of the Omnibus Plan attached hereto as Exhibit 10.7, which is incorporated by reference into this Item

5.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 7, 2026, the Company

filed an amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State

of the State of Delaware and adopted amended and restated bylaws (the “Bylaws”), each of which became effective on May 7,

2026. A description of the Certificate of Incorporation and the Bylaws is contained in the Prospectus in the section entitled “Description

of Capital Stock” and is incorporated by reference into this Item 5.03. Such description is

qualified in its entirety by reference to the full text of the Certificate of Incorporation attached hereto as Exhibit 3.1 and the

full text of the Bylaws attached hereto as Exhibit 3.2, both of which are incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

1.1

Underwriting Agreement, dated as of May 6, 2026, by and among Suja Life, Inc., Suja

Life Holdings, L.P. and Goldman Sachs & Co. LLC, Jefferies LLC, and William

Blair & Company, L.L.C., as representatives for the several underwriters named in Schedule A thereto.

3.1

Amended and Restated Certificate of Incorporation of Suja Life, Inc.

3.2

Amended and Restated Bylaws of Suja Life, Inc.

10.1

Director Designation Agreement, dated as of May 8, 2026, by and among Suja Life, Inc. and the stockholders party thereto.

10.2

Sixth Amended and Restated Limited Partnership Agreement of Suja Life Holdings, L.P., dated as of May 7, 2026, by and among Suja Life,

Inc. and the other signatories party thereto.

10.3

Tax Receivable Agreement, dated as of May 7, 2026, by and among Suja Life, Inc. and the other parties named therein.

10.4

Exchange Agreement, dated as of May 7, 2026, by and among Suja Life, Inc. and the other signatories party thereto.

10.5

Fifth Amendment to the Credit Agreement, dated as of May 8, 2026, by and among Suja Life Intermediate II, LLC, Suja Life, LLC, JPMorgan Chase Bank, N.A., as administrative agent, the guarantors party thereto from time to time and the lenders party thereto from time to time.

10.6

Form of Director and Officer Indemnification Agreement between Suja Life, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 filed with the Commission on April 10, 2026).

10.7

Suja Life, Inc. 2026 Omnibus Incentive Plan.

SIGNATURE

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.

Date: May 8, 2026

SUJA LIFE, INC.

By:

/s/ Maria Stipp

Name:

Maria Stipp

Title:

Chief Executive Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2530822d27_ex1-1.htm · Sequence: 2

Exhibit 1.1

8,888,889 Shares

Suja Life, Inc.

UNDERWRITING AGREEMENT

May 6, 2026

GOLDMAN SACHS & CO. LLC

JEFFERIES LLC

WILLIAM BLAIR & COMPANY, L.L.C.

As Representatives of the several Underwriters

c/o GOLDMAN SACHS & CO. LLC

200 West Street

New York, New York 10282

c/o JEFFERIES LLC

520 Madison Avenue

New York, New York 10022

c/o WILLIAM BLAIR & COMPANY, L.L.C.

The William Blair Building

150 North Riverside Plaza

Chicago, Illinois 60606

Ladies and Gentlemen:

Introductory. Suja

Life, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named

in Schedule A (the “Underwriters”) an aggregate of 8,888,889 shares of its Class A common stock, par value

$0.0001 per share (the “Shares”). The 8,888,889 Shares to be sold by the Company are called the “Firm Shares.”

In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,333,333 Shares as provided in Section 2.

The additional 1,333,333 Shares to be sold by the Company pursuant to such option are called the “Optional Shares.”

The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered

Shares.” Goldman Sachs & Co. LLC (“GS”), Jefferies LLC (“Jefferies”) and William

Blair & Company, L.L.C. (“WB”) have agreed to act as representatives of the several Underwriters (in such

capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares.

The Company was formed in

contemplation of the proposed issuance and sale of the Shares (the “Offering”). It is understood and agreed to by

all parties that the Company will, prior to the closing of the Offering, enter into certain organizational transactions described under

the heading “Organizational Structure” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (each

as defined herein) (the “Organizational Transactions”). Following the Offering and the Organizational Transactions,

the Company will be a holding company whose principal asset will consist of a 61.6% equity interest in Suja Life Holdings, L.P. (“Holdings

LP,” together with the Company, the “Company Parties”), with such equity interest consisting of 23,788,700

common units of Holdings LP (“LP Units”), representing approximately 61.6% of the economic interest in Holdings LP

(or 25,122,033 LP Units, representing approximately 62.9% of the economic interest in Holdings LP if the Underwriters exercise in full

their option to purchase the Optional Shares). After the consummation of the Organizational Transactions, among other things, the Company

will be the sole general partner of Holdings LP and will control the business and affairs of Holdings LP and its direct and indirect

subsidiaries. References herein to the “Company and its subsidiaries” refer to the Company and its subsidiaries pro forma

following the Organizational Transactions.

The Company has prepared

and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1,

File No. 333-294971 which contains a form of prospectus to be used in connection with the public offering and sale of the Offered

Shares. Such registration statement, as amended, including the financial statements and exhibits, in the form in which it became effective

under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities

Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under

the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant

to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration

Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term

“Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus, in the form first

used by the Underwriters to confirm sales of the Offered Shares or in the form first made available to the Underwriters by the Company

to meet requests of purchasers pursuant to Rule 173 under the Securities Act, is called the “Prospectus.” The

preliminary prospectus dated April 30, 2026 describing the Offered Shares and the offering thereof is called the “Preliminary

Prospectus,” and the Preliminary Prospectus and any other prospectus in preliminary form that describes the Offered Shares

and the offering thereof and is used prior to the filing of the Prospectus is called a “preliminary prospectus.” As

used herein, “Applicable Time” is 5:05 p.m. (New York City time) on May 6, 2026. As used herein, “free

writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, and “Time of Sale Prospectus”

means the Preliminary Prospectus together with the free writing prospectuses, if any, identified in Schedule B hereto. As used

herein, “Road Show” means a “road show” (as defined in Rule 433 under the Securities Act) relating

to the offering of the Offered Shares contemplated hereby that is a “written communication” (as defined in Rule 405

under the Securities Act). As used herein, “Section 5(d) Written Communication” means each written communication

(within the meaning of Rule 405 under the Securities Act) that is made in reliance on Section 5(d) of the Securities Act

by the Company or any person authorized to act on behalf of the Company to one or more potential investors that are qualified institutional

buyers (“QIBs”) and/or institutions that are accredited investors (“IAIs”), as such terms are respectively

defined in Rule 144A and Rule 501(a) under the Securities Act, to determine whether such investors might have an interest

in the offering of the Offered Shares; “Section 5(d) Oral Communication” means each oral communication,

if any, made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to act on behalf of

the Company made to one or more QIBs and/or one or more IAIs to determine whether such investors might have an interest in the offering

of the Offered Shares; “Marketing Materials” means any materials or information provided to investors by, or with

the approval of, the Company in connection with the marketing of the offering of the Offered Shares, including any roadshow or investor

presentations made to investors by the Company (whether in person or electronically); and “Permitted Section 5(d) Communication”

means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule C attached hereto.

All references in this Agreement

to (i) the Registration Statement, any preliminary prospectus (including the Preliminary Prospectus), or the Prospectus, or any

amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission

pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) and (ii) the Prospectus shall

be deemed to include any “electronic Prospectus” provided for use in connection with the offering of the Offered Shares as

contemplated by Section 3(n) of this Agreement.

In the event that any Company

Party has only one subsidiary, then all references herein to “subsidiaries” of the Company Parties shall be deemed to refer

to such single subsidiary, mutatis mutandis.

The Company Parties hereby

confirm their agreement with the Underwriters as follows:

Section 1.      Representations

and Warranties of the Company Parties.

Each Company Party hereby

represents, warrants and covenants to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter

defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:

(a)            Compliance

with Registration Requirements. The Registration Statement has become effective under the Securities Act. The Company has complied,

to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information, if any. No stop

order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted

or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission.

(b)            Disclosure.

Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by

electronic transmission pursuant to EDGAR, was identical (except as may be permitted by Regulation S-T under the Securities Act)

to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Offered Shares. Each of the Registration

Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied and will comply in all material

respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material

fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were

made, not misleading. As of the Applicable Time, the Time of Sale Prospectus (including any preliminary prospectus wrapper) did not,

and at the First Closing Date (as defined in Section 2) and at each applicable Option Closing Date (as defined in Section 2),

will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein,

in the light of the circumstances under which they were made, not misleading. The Prospectus (including any Prospectus wrapper), as of

its date, did not, and at the First Closing Date and at each applicable Option Closing Date, will not, contain any untrue statement of

a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading. The representations and warranties set forth in the three immediately preceding sentences

do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus

or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with written information

relating to any Underwriter furnished to the Company Parties in writing by the Representatives expressly for use therein, it being understood

and agreed that the only such information consists of the information described in Section 9(b) below. There are no contracts

or other documents required to be described in the Time of Sale Prospectus or the Prospectus or to be filed as an exhibit to the Registration

Statement which have not been described or filed as required.

Writing Prospectuses; Road Show. As of the determination date referenced in Rule 164(h) under the Securities Act, the

Company was not, is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Offered

Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus that the Company is required to

file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the

requirements of the Securities Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under

the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material

respects with the requirements of Rule 433 under the Securities Act, including timely filing with the Commission, retention and

legending, as applicable, and each such free writing prospectus, as of its issue date and at all subsequent times through the completion

of the public offer and sale of the Offered Shares did not, does not and will not include any information that conflicted, conflicts

or will conflict with the information contained in the Registration Statement, the Prospectus or any preliminary prospectus unless such

information has been superseded or modified as of such time. Except for the free writing prospectuses, if any, identified in Schedule

B and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will

not, without your prior written consent, prepare, use or refer to, any free writing prospectus. Each Road Show, when considered together

with the Time of Sale Prospectus, did not, as of the Applicable Time, contain any untrue statement of a material fact or omit to state

a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(d)            Distribution

of Offering Material By the Company. Prior to the latest of (i) the expiration or termination of the option granted to the

several Underwriters in Section 2, (ii) the completion of the Underwriters’ distribution of the Offered Shares and (iii) the

expiration of 25 days after the date of the Prospectus, the Company has not distributed and will not distribute any offering material

in connection with the offering and sale of the Offered Shares other than the Registration Statement, the Time of Sale Prospectus, the

Prospectus or any free writing prospectus reviewed and consented to by the Representatives, the free writing prospectuses, if any, identified

on Schedule B hereto and any Permitted Section 5(d) Communications.

(e)            The

Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by each Company Party.

(f)            No

Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any equity

or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except

for such rights related to the Registration Rights Agreement as described in the Registration Statement.

(g)            No

Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus,

subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the

Prospectus: (i) there has been no material adverse change, or any development that would be expected to result in a material adverse

change, in (A) the condition, financial or otherwise, or in the earnings, business, properties, operations, operating results, assets

or liabilities, whether or not arising from transactions in the ordinary course of business, of the Company Parties and their subsidiaries,

considered as one entity or (B) the ability of the Company Parties to consummate the transactions contemplated by this Agreement

or perform their obligations hereunder (any such change being referred to herein as a “Material Adverse Change”);

(ii) the Company Parties and their subsidiaries, considered as one entity, have not incurred any material liability or obligation,

indirect, direct or contingent, including without limitation any losses or interference with their business from fire, explosion, flood,

earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental

action, order or decree, that are material, individually or in the aggregate, to the Company Parties and their subsidiaries, considered

as one entity, and have not entered into any material transactions not in the ordinary course of business; and (iii) there has not

been any material change in the capital stock (other than as a result of (A) the exercise, vesting or settlement (including any

“net” or “cashless” exercises or settlements), if any, of stock options, restricted stock units, incentive units

or other equity awards or the award, if any, of stock options, restricted stock units, incentive units or other equity awards in the

ordinary course of business pursuant to the Company’s equity and/or long-term incentive plans that are described in the Registration

Statement, the Time of Sale Prospectus and the Prospectus, (B) the issuance, if any, of stock upon the exercise or conversion of

Company securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) any conversion,

exchange, reclassification, transfer or sale in connection with, and as contemplated by, the Organizational Transactions or (D) any

exchange of Class V common stock, par value $0.0001 per share (“Class V Common Stock”), together with an

equal number of LP Units, for Shares) pursuant to the Exchange Agreement (as defined in the Time of Sale Prospectus) as described in

the Registration Statement, the Time of Sale Prospectus and the Prospectus or any material increase in any short-term or long-term indebtedness

of the Company Parties or their subsidiaries and there has been no dividend or distribution of any kind declared, paid or made by any

Company Party or, except for dividends paid to the Company Parties or other of their subsidiaries, by any of the Company Parties’

subsidiaries on any class of capital stock, or any repurchase or redemption by the Company Parties or any of their subsidiaries of any

class of capital stock.

(h)            Independent

Accountants. Deloitte & Touche LLP, which has expressed its opinion with respect to the financial statements (which

term as used in this Agreement includes the related notes thereto) filed with the Commission as a part of the Registration Statement,

the Time of Sale Prospectus and the Prospectus, is (i) an independent registered public accounting firm as required by the Securities

Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange

Act”), and the rules of the Public Company Accounting Oversight Board (“PCAOB”), (ii) in compliance

with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X under the Securities

Act and (iii) a registered public accounting firm as defined by the PCAOB whose registration has not been suspended or revoked and

who has not requested such registration to be withdrawn.

(i)            Financial

Statements. The financial statements of the Company and Holdings LP and their respective consolidated subsidiaries filed with

the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly, in all material

respects, the financial position of the Company, Holdings LP and their respective consolidated subsidiaries as of the dates indicated

and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements

have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent

basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements

are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. Except for the pro forma condensed

consolidated financial data of the Company and its subsidiaries, the financial data set forth in each of the Registration Statement,

the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Summary—Summary Historical and Unaudited Pro

Forma Condensed Consolidated Financial and Other Data” and “Capitalization” present fairly, in all material respects,

the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement,

the Time of Sale Prospectus and the Prospectus. The pro forma condensed consolidated financial statements of the Company and its subsidiaries

and the related notes thereto included under the caption “Unaudited Pro Forma Condensed Consolidated Financial Information”

and elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus present fairly, in all material respects,

the information contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect

to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the

preparation thereof are reasonable and the adjustments used therein are appropriate, in all material respects, to give effect to the

transactions and circumstances referred to therein. All disclosures contained in the Registration Statement, any preliminary prospectus

or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations

under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the

Securities Act, as applicable.

(j)            Company’s

Accounting System. The Company Parties and their subsidiaries make and keep accurate books and records and maintain a system

of internal accounting controls designed to provide reasonable assurance that: (i) transactions are executed in accordance with

management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial

statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability

for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and

(iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken

with respect to any differences.

(k)            Disclosure

Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company Parties and their

subsidiaries have established and maintain disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange

Act), which (i) are designed to ensure that material information relating to the Company, including its consolidated subsidiaries,

is made known to the Company’s principal executive officer and its principal financial officer by others within those entities,

particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been

evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter; and (iii) are

effective in all material respects to perform the functions for which they were established. Since the end of the Company’s most

recent audited fiscal year, there has been no material weakness in the Company’s internal control over financial reporting (whether

or not remediated) and no change in the Company’s internal control over financial reporting that has materially affected, or is

reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is not aware of any

change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected,

or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(l)            Incorporation

and Good Standing of the Company. Each of the Company Parties has been duly incorporated and is validly existing and in good

standing under the laws of the jurisdiction of its incorporation or partnership, respectively, and has the corporate power and authority

to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus

and the Prospectus and to enter into and perform its obligations under this Agreement. Suja Life, LLC is duly qualified as a foreign

limited liability company to transact business and is in good standing in the State of California and each other jurisdiction in which

such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the

failure to be so qualified would not be expected, individually or in the aggregate, to result in a Material Adverse Change.

(m)            Subsidiaries.

Each of the Company Parties’ “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the

Securities Act) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or

limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and

has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in

the Registration Statement, the Time of Sale Prospectus and the Prospectus. Each of the Company Parties’ subsidiaries is duly qualified

as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each

jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business,

except where the failure to be so qualified would not be expected, individually or in the aggregate, to result in a Material Adverse

Change. All of the issued and outstanding capital stock or other equity or ownership interests of each of the Company Parties’

subsidiaries has been duly authorized and validly issued, are fully paid and nonassessable and are owned by such Company Party, directly

or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding

capital stock or equity interest in any subsidiary was issued in violation of preemptive or similar rights of any security holder of

such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements

of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. The Company does not own or

control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to

the Registration Statement.

(n)            Capitalization

and Other Capital Stock Matters. Holdings LP has the capitalization set forth in the Registration Statement, the Time of Sale

Prospectus and the Prospectus. After giving effect to the Organizational Transactions, the issuance of the Shares to be sold by the Company

and the use of the net proceeds therefrom as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus,

the authorized, issued and outstanding capital stock of the Company will be as set forth in the Registration Statement, the Time of Sale

Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to

employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement,

the Time of Sale Prospectus and the Prospectus). After giving effect to the Organizational Transactions, the Shares (including the Offered

Shares) will conform in all material respects to the description thereof contained in the Time of Sale Prospectus and all of the issued

and outstanding Shares will have been duly authorized and validly issued, fully paid and nonassessable and the Offered Shares, when issued

and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and nonassessable. None of the

outstanding Shares (including the Offered Shares) were issued in violation of any preemptive rights, rights of first refusal or other

similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive

rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable

for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of

Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements,

and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus

accurately and fairly presents, in all material respects, the information required to be shown with respect to such plans, arrangements,

options and rights.

(o)            Stock

Exchange Listing. The Offered Shares have been approved for listing on The NASDAQ Global Select Market (“NASDAQ”),

subject only to official notice of issuance.

(p)            Non-Contravention

of Existing Instruments; No Further Authorizations or Approvals Required. None of the Company Parties nor any of their subsidiaries

is in violation of its charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable,

or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture,

loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge

agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness)

to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective

properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not be expected,

individually or in the aggregate, to result in a Material Adverse Change. Each Company Party’s execution, delivery and performance

of this Agreement, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus

and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares

as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”)

(i) has been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter

or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary

(ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under,

or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of each Company Party or any of

its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in

any violation of any law, administrative regulation or administrative or court decree applicable to the Company Parties or any of their

subsidiaries, except, in such cases of clauses (ii) and (iii) above, where such conflict, breach, violation, Default or Debt

Repayment Triggering Event would not, individually or in the aggregate, result in a Material Adverse Change. No consent, approval, authorization

or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for

the Company Parties’ execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby

and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by each

Company Party and are in full force and effect under the Securities Act and such as may be required under applicable state securities

or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”). As used herein, a “Debt

Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give,

the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to

require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

(q)            Compliance

with Laws. Each Company Party and its subsidiaries have been and are in compliance with all applicable laws, rules and regulations,

except where failure to be so in compliance would not be expected, individually or in the aggregate, to result in a Material Adverse

Change.

(r)            No

Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any legal

or governmental entity now pending or, to the knowledge of the Company Parties, threatened against or affecting the Company Parties or

any of their subsidiaries, which would be expected, individually or in the aggregate, to result in a Material Adverse Change. No material

labor dispute with the employees of the Company Parties or any of their subsidiaries exists or, to the knowledge of the Company Parties,

is threatened or imminent, and none of the Company Parties is aware of any existing, threatened or imminent labor disturbance by the

employees of any of its principal suppliers or manufacturers that would, individually or in the aggregate, reasonably be expected to

result in a Material Adverse Change.

(s)            Intellectual

Property Rights. Each Company Party and its subsidiaries exclusively own or have obtained valid and enforceable licenses

for all material patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property (collectively,

the “Intellectual Property”) necessary for the conduct of their respective businesses as currently conducted. Except

as would not be expected, individually or in the aggregate, to result in a Material Adverse Change, (i) to the Company Parties’

knowledge, there is no infringement by third parties of any Intellectual Property owned by the Company Parties’ or their subsidiaries;

(ii) there is no pending or, to the Company Parties’ knowledge, threatened action, suit, proceeding or claim by any third

party challenging the Company Parties’ or their subsidiaries’ rights in or to any Intellectual Property, and the Company

is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (iii) there is no pending

or, to the Company Parties’ knowledge, threatened action, suit, proceeding or claim by any third party challenging the validity,

enforceability or scope of any Intellectual Property, and the Company Parties are unaware of any facts which would form a reasonable

basis for any such action, suit, proceeding or claim; and (iv) neither the Company Parties nor any of their subsidiaries has infringed

or is infringing the Intellectual Property of a third party and there is no pending or, to the Company Parties’ knowledge, threatened

action, suit, proceeding or claim by any third party asserting that the Company Parties or any of their subsidiaries infringe or otherwise

violate, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus

or the Prospectus as under development, infringe or violate, any patent, trademark, copyright, trade secret or other Intellectual Property

rights of any third party, and the Company Parties are unaware of any facts which would form a reasonable basis for any such action,

suit, proceeding or claim. No material Intellectual Property of the Company Parties has been adjudged by a court of competent jurisdiction

to be invalid or unenforceable, in whole or in part, and the Company Parties are unaware of any facts which would form a reasonable basis

for any such adjudication. Except as would not be expected, individually or in the aggregate, to result in a Material Adverse Effect,

each Company Party and its subsidiaries have, in the past three (3) years, taken commercially reasonable steps to protect, maintain

and safeguard their Intellectual Property, including the execution of appropriate nondisclosure agreements, confidentiality agreements

and invention assignment agreements and invention assignments with their employees, and to the Company Parties’ knowledge, no employee

of any Company Party is, or in the past three (3) years has been, in violation of any term of any employment contract, patent disclosure

agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive

covenant to or with a former employer where the basis of such violation relates to such employee’s employment with such Company

Party.

(t)            All

Necessary Permits, etc. Each Company Party and its subsidiaries possess such valid and current licenses, certificates, authorizations,

approvals, consents or permits required by state, federal or foreign regulatory agencies or bodies to conduct their respective businesses

as currently conducted and as described in the Registration Statement, the Time of Sale Prospectus or the Prospectus (“Permits”),

except where the failure to possess the same or so qualify would not be expected, individually or in the aggregate, to result in a Material

Adverse Change. Neither the Company Parties nor any of their subsidiaries is in violation of, or in default under, any of the Permits

or has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such license, certificate,

authorization, approval, consent or permit which, if resolved unfavorably, would not be expected, individually or in the aggregate, to

result in a Material Adverse Change.

(u)            Title

to Properties. Except as described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, each Company

Party and its subsidiaries have good and marketable title to all of the real and personal property and other assets (other than with

respect to Intellectual Property, which is addressed exclusively in Section 1(s) above) reflected as owned in the financial

statements referred to in Section 1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the

Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other

defects, except such as do not materially affect the value of such property and do not interfere with the use made and proposed to be

made of such property by each Company Party and its subsidiaries. The real property, improvements, equipment and personal property held

under lease by each Company Party or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are

not material and do not materially interfere with the use made or proposed to be made of such property, improvements, equipment or personal

property by each Company Party and its subsidiaries.

(v)            Tax

Law Compliance. Except as would not be expected, individually or in the aggregate, to result in a Material Adverse Change, each

Company Party and its subsidiaries have filed all applicable tax returns that are required to be filed (taking into account any validly

obtained extensions) and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment,

fine or penalty levied against any of them, except for any such assessment, fine or penalty that is currently being contested in good

faith and by appropriate proceedings. Except as would not be expected, individually or in the aggregate, to result in a Material Adverse

Change, each Company Party has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(i) above

in respect of all federal, state and foreign income and franchise taxes and other material taxes for all periods as to which the tax

liability of each Company Party or any of its subsidiaries has not been finally determined.

(w)            Insurance.

Each Company Party and its subsidiaries are insured by recognized, financially sound and reputable institutions with policies in such

amounts and with such deductibles and covering such risks as are prudent and customary for their businesses. The Company Parties have

no reason to believe that they or any of their subsidiaries will not be able (i) to renew their existing insurance coverage as and

when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to

conduct their business as now conducted and at a cost that would not be expected, individually or in the aggregate, to result in a Material

Adverse Change. Neither the Company Parties nor any of their subsidiaries have been denied any insurance coverage which they have sought

or for which they have applied.

(x)            Compliance

with Environmental Laws. Except as would not be expected, individually or in the aggregate, to result in a Material Adverse Change:

(i) neither the Company Parties nor any of their subsidiaries are in violation of any federal, state, local or foreign statute,

law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including

any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment

(including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without

limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic

substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the

manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively,

“Environmental Laws”); (ii) each Company Party and its subsidiaries have all permits, authorizations and approvals

required under any applicable Environmental Laws and are each in compliance with their requirements; and (iii) there are no pending

or, to the Company Parties’ knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters,

claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company

Parties or any of their subsidiaries.

(y)            Periodic

Review of Costs of Environmental Compliance. In the ordinary course of their businesses, each Company Party conducts a periodic

review of the effect of Environmental Laws on the business, operations and properties of each Company Party and its subsidiaries, in

the course of which such Company Party identifies and evaluates associated costs and liabilities (including, without limitation, any

capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license

or approval, any related constraints on operating activities and any potential liabilities to third parties). The Company Parties are

not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental

Laws, that would be expected, individually or in the aggregate, to result in a Material Adverse Change.

(z)            ERISA

Compliance. Each Company Party, its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement

Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”))

established or maintained by any Company Party, its subsidiaries or its “ERISA Affiliates” (as defined below) are in compliance

in all material respects with ERISA. “ERISA Affiliate” means, with respect to any Company Party or any of its subsidiaries,

any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of

1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which such Company

Party or such subsidiary is a member. (i) No “reportable event” (as defined under ERISA) has occurred or is reasonably

expected to occur with respect to any “employee benefit plan” established or maintained by the Company Parties, their subsidiaries

or any of their ERISA Affiliates; (ii) no “employee benefit plan” established or maintained by the Company Parties,

their subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount

of unfunded benefit liabilities” (as defined under ERISA); (iii) neither the Company Parties, their subsidiaries nor any of

their ERISA Affiliates have incurred or reasonably expect to incur any liability under (a) Title IV of ERISA with respect to

termination of, or withdrawal from, any “employee benefit plan” or (b) Sections 412, 4971, 4975 or 4980B of the

Code; or (iv) each employee benefit plan established or maintained by the Company Parties, their subsidiaries or any of their ERISA

Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether

by action or failure to act, which would cause the loss of such qualification, except in each case with respect to the events or conditions

set forth in (i) through (iv) hereof, as would not be expected, individually or in the aggregate, to result in a Material Adverse

Change.

(aa)      Company

Not an “Investment Company.” Each Company Party is not, and will not be, either after receipt of payment for the

Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration

Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment

Company Act of 1940, as amended (the “Investment Company Act”).

(bb)      No

Price Stabilization or Manipulation; Compliance with Regulation M. None of the Company Parties or any of their respective subsidiaries

have taken, directly or indirectly, any action designed to or that would be expected to cause or result in stabilization or manipulation

of the price of the Shares or of any “reference security” (as defined in Rule 100 of Regulation M under the Exchange

Act (“Regulation M”)) with respect to the Shares, whether to facilitate the sale or resale of the Offered Shares or

otherwise, and have taken no action which would directly or indirectly violate Regulation M.

(cc)      Related-Party

Transactions. There are no business relationships or related-party transactions involving the Company Parties or any of their

subsidiaries or any other person required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus

that have not been described as required.

(dd)      FINRA

Matters. All of the information provided to the Underwriters or to counsel for the Underwriters by the Company Parties, their

counsel, their officers and directors and the holders of any securities (debt or equity) or options to acquire any securities of the

Company Parties in connection with the offering of the Offered Shares is true, complete, correct and compliant, in all material respects,

with FINRA’s rules and any letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules or

NASD Conduct Rules is true, complete and correct, in all material respects.

(ee)      Parties

to Lock-up Agreements. The Company Parties have furnished to the Underwriters a letter agreement in the form attached hereto

as Exhibit A (the “Lock-up Agreement”) from each of the persons named in Section 6(h) of this

Agreement. If any additional persons shall become directors or officers of any Company Party prior to the end of the Lock-up Period (as

defined below), such Company Party shall cause each such person, prior to or contemporaneously with their appointment or election as

a director or officer of such Company Party, to execute and deliver to the Representatives a Lock-up Agreement.

(ff)      Statistical

and Market-Related Data. All statistical, demographic and market-related data included in the Registration Statement, the Time

of Sale Prospectus or the Prospectus are based on or derived from sources that the Company Parties believe, after reasonable inquiry,

to be reliable and accurate. To the extent required, the Company Parties have obtained the written consent to the use of such data from

such sources.

(gg)      Sarbanes-Oxley

Act. There is, and has been, no failure on the part of the Company or any of the Company’s directors or officers, in their

capacities as such, to comply with any applicable provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations

promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.

(hh)      No

Unlawful Contributions or Other Payments. None of the Company Parties or any of their subsidiaries nor, to the best of the Company

Parties’ knowledge, any employee or agent of the Company Parties or any of their subsidiaries, has made any contribution or other

payment to any official of, or candidate for, any federal, state or foreign office in violation of any law or of the character required

to be disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus.

(ii)            Anti-Corruption

and Anti-Bribery Laws. No Company Party or any of its subsidiaries, and no director or officer of any Company Party or any of

its subsidiaries, and, to the knowledge of any Company Party or any of its subsidiaries, no employee, agent, affiliate or other person

acting on behalf of any Company Party or any of its subsidiaries, has, in the course of its actions for, or on behalf of, any Company

Party or any of its subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful

expenses relating to political activity; (ii) made or taken any act in furtherance of an offer, promise, or authorization of any

direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned

or controlled entity or public international organization, or any political party, party official, or candidate for political office;

(iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”),

the UK Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, authorized, requested,

or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit.

Each Company Party and its subsidiaries and, to the knowledge of the Company Parties, the Company Parties’ affiliates have conducted

their respective businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure,

and which are reasonably expected to continue to ensure, continued compliance therewith.

(jj)      Money

Laundering Laws. The operations of each Company Party and its subsidiaries are, and have been conducted at all times, in compliance

with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as

amended by the USA PATRIOT ACT of 2001, the money laundering statutes of all applicable jurisdictions, the rules and regulations

thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental

agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental

agency, authority or body or any arbitrator involving the Company Parties or any of their subsidiaries with respect to the Money Laundering

Laws is pending or, to the best knowledge of the Company Parties, threatened.

(kk)      Sanctions.

No Company Party or any of its subsidiaries and no director or officer of any Company Party or any of its subsidiaries, and, to the knowledge

of the Company Parties, no employee, agent, affiliate or other person acting on behalf of any Company Party or any of its subsidiaries

is currently the subject or the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department

of the Treasury (“OFAC”) or the U.S. Department of State, the United Nations Security Council, the European Union,

His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”);

nor is any Company Party or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the

target of comprehensive Sanctions, including, without limitation, the Donetsk People’s Republic, Luhansk People’s Republic,

Crimea, Cuba, Iran and North Korea (each, a “Sanctioned Country”), and the Company Parties will not directly

or knowingly indirectly use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary,

or any joint venture partner or other person or entity, for the purpose of financing the activities of or business with any person, or

in any country or territory, that at the time of such financing, is the subject or the target of Sanctions or in any other manner that

will result in a violation by any person (including any person participating in the transaction whether as underwriter, advisor, investor

or otherwise) of applicable Sanctions. Since April 24, 2019, the Company Parties and their subsidiaries have not knowingly engaged

in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is

or was the subject or the target of Sanctions or with any Sanctioned Country.

(ll)      Brokers.

Except pursuant to this Agreement, there is no broker, finder or other party that is entitled to receive from the Company any brokerage

or finder’s fee or other fee or commission as a result of any transactions contemplated by this Agreement.

(mm)      Forward-Looking

Statements. Each financial or operational projection or other “forward-looking statement” (as defined by Section 27A

of the Securities Act or Section 21E of the Exchange Act) contained in the Registration Statement, the Time of Sale Prospectus or

the Prospectus (i) was so included by the Company in good faith and with reasonable basis after due consideration by the Company

of the underlying assumptions, estimates and other applicable facts and circumstances and (ii) is accompanied by meaningful cautionary

statements identifying those factors that would be expected to cause actual results to differ materially from those in such forward-looking

statement. No such statement was made with the knowledge of an executive officer or director of the Company that it was false or misleading.

(nn)      No

Outstanding Loans or Other Extensions of Credit. The Company does not have any outstanding extension of credit, in the form of

a personal loan, to or for any director or executive officer (or equivalent thereof) of the Company except for such extensions of credit

as are expressly permitted by Section 13(k) of the Exchange Act.

(oo)            Cybersecurity

and Compliance with Data Privacy Laws. Each Company Party and its subsidiaries’ information technology assets and equipment,

computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”)

are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of each

Company Party and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time

bombs, malware and other malicious corruptants that would prevent the IT Systems from performing substantially in accordance with their

user specifications or functionality descriptions, except as would not be expected, individually or in the aggregate, to result in a

Material Adverse Change. Each Company Party and its subsidiaries have implemented and materially complied with commercially reasonable

physical, technical and administrative controls, policies, procedures, and safeguards to maintain and protect their material confidential

information and the integrity, continuous operation, redundancy and security of all IT Systems and confidential data, including “Personal

Data” used in connection with their businesses. “Personal Data” means (i) a natural person’s name,

street address, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s license

number, passport number, credit card number, bank information, or customer or account number; and (ii) any information which would

qualify as “personally identifying information,” “personal data”, “personal information” or any similar

term under any and all applicable “Privacy Laws”. “Privacy Laws” means any and all applicable laws, legal

requirements and binding guidelines and standards relating to the receipt, collection, compilation, use, storage, combination, sharing,

safeguarding, disposal, erasure, destruction, disclosure or transfer (including cross-border transfer) of any Personal Data, including,

but not limited to, the Federal Trade Commission Act, as amended; and the European Union General Data Protection Regulation (EU 2016/679).

In the past three (3) years, neither the Company Parties nor any of their subsidiaries have experienced any material breaches, violations,

outages or unauthorized uses of or accesses to such IT Systems and/or Personal Data, except for those that have been remedied without

material cost or liability or the duty to notify any other person, and the Company Parties and their subsidiaries have not been notified

of any incidents under internal review or investigations relating to the same. Each Company Party and its subsidiaries has, for the past

three (3) years, materially complied, and is presently in material compliance with all applicable Privacy Laws and all applicable

judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, policies, notices and

contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems

and Personal Data from unauthorized use, access, misappropriation or modification. In the past three (3) years, the Company Parties

and their subsidiaries have not received written notice of any actual or potential liability under or relating to, or claims, charges,

investigations or regulatory inquiries related to any actual or potential violation of, any Privacy Law and have no knowledge of any

event or condition that would be expected to result in any such notice.

(pp)      Emerging

Growth Company Status. From the time of initial confidential submission of the Registration Statement to the Commission (or,

if earlier, the first date on which the Company engaged in any Section 5(d) Written Communication or any Section 5(d) Oral

Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of

the Securities Act (an “Emerging Growth Company”).

(qq)      Communications.

The Company (i) has not alone engaged in communications with potential investors in reliance on Section 5(d) of the Securities

Act other than Permitted Section 5(d) Communications with the consent of the Representatives with entities that are QIBs or

IAIs or those reasonably believed to be QIBs or IAIs and (ii) has not authorized anyone other than the Representatives to engage

in such communications; the Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Marketing

Materials, Section 5(d) Oral Communications and Section 5(d) Written Communications; as of the Applicable Time, each

Permitted Section 5(d) Communication, when considered together with the Time of Sale Prospectus, did not, as of the Applicable

Time, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,

in the light of the circumstances under which they were made, not misleading; and each Permitted Section 5(d) Communication,

if any, does not, as of the date hereof, conflict with the information contained in the Registration Statement, the Preliminary Prospectus

and the Prospectus; and the Company has filed publicly on EDGAR at least 15 calendar days prior to any “road show” (as defined

in Rule 433 under the Securities Act), any confidentially submitted registration statement and registration statement amendments

relating to the offer and sale of the Offered Shares.

(rr)      Dividend

Restrictions. No subsidiary of any Company Party is prohibited or restricted, directly or indirectly, from paying dividends to

any Company Party, or from making any other distribution with respect to such subsidiary’s equity securities or from repaying to

any Company Party or any other subsidiary of such Company Party any amounts that may from time to time become due under any loans or

advances to such subsidiary from such Company Party or from transferring any property or assets to any Company Party or to any other

subsidiary of any Company Party, except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Any certificate signed by any officer of any Company

Party or any of its subsidiaries and delivered to any Underwriter or to counsel for the Underwriters in connection with the offering,

or the purchase and sale, of the Offered Shares shall be deemed a representation and warranty by such Company Party to each Underwriter

as to the matters covered thereby.

Each Company Party, as applicable,

has a reasonable basis for making each of the representations set forth in this Section 1. The Company Parties acknowledge that

the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and counsel

to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consent to such reliance.

Section 2.      Purchase,

Sale and Delivery of the Offered Shares.

(a)            The

Firm Shares. Upon the terms herein set forth, the Company agrees to issue and sell to the several Underwriters an aggregate

of 8,888,889 Firm Shares. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject

to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number

of Firm Shares set forth opposite their names on Schedule A. The purchase price per Firm Share to be paid by the several Underwriters

to the Company shall be $19.53 per share.

(b)            The

First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the

offices of Weil, Gotshal & Manges LLP (or such other place as may be agreed to by the Company and the Representatives) at 9:00

a.m. New York City time, on May 8, 2026, or such other time and date not later than 1:30 p.m. New York City time,

on May 8, 2026 as the Representatives shall designate by notice to the Company (the time and date of such closing are called the

“First Closing Date”). The Company hereby acknowledges that circumstances under which the Representatives may provide

notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or

the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions

of Section 11.

Optional Shares; Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained,

and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to

purchase, severally and not jointly, up to an aggregate of 1,333,333 Optional Shares from the Company at the purchase price per share

to be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in

whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the

date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are

exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (which time and date may

be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the

First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares

and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option

Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later than five full business

days after delivery of such notice of exercise. If any Optional Shares are to be purchased, (a) each Underwriter agrees, severally

and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives

may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set

forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares and (b) the Company agrees

to sell such number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine).

(d)            Public

Offering of the Offered Shares. The Representatives hereby advise the Company that the Underwriters intend to offer for sale

to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their

respective portions of the Offered Shares as soon after this Agreement has been executed and the Registration Statement has been declared

effective as the Representatives, in their sole judgment, have determined is advisable and practicable.

(e)            Payment

for the Offered Shares. (i) Payment for the Offered Shares to be sold by the Company shall be made at the First Closing

Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company.

(ii)            It

is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept

delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have

agreed to purchase. Each of GS, Jefferies, and WB, individually and not as the Representatives of the Underwriters, may (but shall not

be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the

Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter,

but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

(f)            Delivery

of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representatives for the accounts of the several

Underwriters, the Firm Shares to be sold by them through the facilities of DTC at the First Closing Date, against release of a wire transfer

of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered

to the Representatives for the accounts of the several Underwriters, the Optional Shares the Underwriters have agreed to purchase from

them through the facilities of DTC at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release

of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representatives so elect, delivery

of the Offered Shares may be made by credit to the accounts designated by the Representatives through The Depository Trust Company’s

full fast transfer or DWAC programs. If the Representatives so elect, the Offered Shares shall be registered in such names and denominations

as the Representatives shall have requested at least two full business days prior to the First Closing Date (or the applicable Option

Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or

the applicable Option Closing Date, as the case may be) at a location in New York City as the Representatives may designate. Time shall

be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Section 3.      Additional

Covenants of the Company Parties.

Each Company Party further

covenants and agrees with each Underwriter as follows:

(a)            Delivery

of Registration Statement, Time of Sale Prospectus and Prospectus. The Company shall furnish to you in New York City, without

charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period

when a prospectus relating to the Offered Shares is required by the Securities Act to be delivered (whether physically or through compliance

with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares, as many copies of the

Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably

request.

(b)            Representatives’

Review of Proposed Amendments and Supplements. During the period when a prospectus relating to the Offered Shares is required

by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar

rule), the Company (i) will furnish to the Representatives for review, a reasonable period of time prior to the proposed time of

filing of any proposed amendment or supplement to the Registration Statement, a copy of each such amendment or supplement and (ii) will

not amend or supplement the Registration Statement without the Representatives’ prior written consent. Prior to amending or supplementing

any preliminary prospectus, the Time of Sale Prospectus or the Prospectus, the Company shall furnish to the Representatives for review,

a reasonable amount of time prior to the time of filing or use of the proposed amendment or supplement, a copy of each such proposed

amendment or supplement. The Company shall not file or use any such proposed amendment or supplement without the Representatives’

prior written consent. The Company shall file with the Commission within the applicable period specified in Rule 424(b) under

the Securities Act any prospectus required to be filed pursuant to such Rule.

Writing Prospectuses. The Company shall furnish to the Representatives for review, a reasonable amount of time prior to the proposed

time of filing or use thereof, a copy of each proposed free writing prospectus or any amendment or supplement thereto prepared by or

on behalf of, used by, or referred to by the Company, and the Company shall not file, use or refer to any proposed free writing prospectus

or any amendment or supplement thereto without the Representatives’ prior written consent. The Company shall furnish to each Underwriter,

without charge, as many copies of any free writing prospectus prepared by or on behalf of, used by or referred to by the Company as such

Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act to be delivered (whether physically

or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares

(but in any event if at any time through and including the First Closing Date) there occurred or occurs an event or development as a

result of which any free writing prospectus prepared by or on behalf of, used by or referred to by the Company conflicted or would conflict

with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted

or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which

they were made, not misleading, the Company shall promptly amend or supplement such free writing prospectus to eliminate or correct such

conflict so that the statements in such free writing prospectus as so amended or supplemented will not include an untrue statement of

a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading, as the case may be; provided, however, that prior to amending or supplementing any

such free writing prospectus, the Company shall furnish to the Representatives for review, a reasonable amount of time prior to the proposed

time of filing or use thereof, a copy of such proposed amended or supplemented free writing prospectus, and the Company shall not file,

use or refer to any such amended or supplemented free writing prospectus without the Representatives’ prior written consent.

(d)            Filing

of Underwriter Free Writing Prospectuses. The Company shall not take any action that would result in an Underwriter or the Company

being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared

by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder.

(e)            Amendments

and Supplements to Time of Sale Prospectus. If the Time of Sale Prospectus is being used to solicit offers to buy the Offered

Shares at a time when the Prospectus is not yet available to prospective purchasers, and any event shall occur or condition exist as

a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus does not include

an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light

of the circumstances when delivered to a prospective purchaser, not misleading, or if any event shall occur or condition exist as a result

of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement, or, if it is otherwise necessary

to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company shall (subject to Section 3(b) and

Section 3(c) hereof) promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to

any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus

as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order

to make the statements therein, in the light of the circumstances when delivered to a prospective purchaser, not misleading or so that

the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the information contained in the Registration Statement,

or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

(f)            Certain

Notifications and Required Actions. After the date of this Agreement, the Company shall promptly advise the Representatives in

writing of: (i) the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) the

time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary

prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus; (iii) the time and date that any post-effective

amendment to the Registration Statement becomes effective; and (iv) the issuance by the Commission of any stop order suspending

the effectiveness of the Registration Statement or any post-effective amendment thereto or any amendment or supplement to any preliminary

prospectus, the Time of Sale Prospectus or the Prospectus or of any order preventing or suspending the use of any preliminary prospectus,

the Time of Sale Prospectus, any free writing prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from

listing or quotation the Shares from any securities exchange upon which they are listed for trading or included or designated for quotation,

or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at

any time, the Company will use its best efforts to obtain the lifting of such order as promptly as practicable. Additionally, the Company

agrees that it shall comply with all applicable provisions of Rule 424(b), Rule 433 and Rule 430A under the Securities

Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or Rule 433

were received in a timely manner by the Commission.

(g)            Amendments

and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of

which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material

fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus

is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser,

not misleading, or, if it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, the Company agrees

(subject to Section 3(b) and Section 3(c)) hereof to promptly prepare, file with the Commission and furnish, at its own

expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the

Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary

in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered (whether physically or through

compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus,

as amended or supplemented, will comply with applicable law. Neither the Representatives’ consent to, nor delivery of, any such

amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(c).

(h)            Blue

Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register

the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial

securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall

continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares.

The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service

of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation.

The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption

relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any

such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall

use its best efforts to obtain the withdrawal thereof as promptly as practicable.

(i)            Use

of Proceeds. The Company shall apply the net proceeds from the sale of the Offered Shares sold by it in the manner described

under the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(j)            Transfer

Agent. The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Shares.

(k)            Earnings

Statement. The Company will make generally available to its security holders and to the Representatives as soon as practicable

(which may be satisfied by filing with EDGAR) an earnings statement (which need not be audited) covering a period of at least twelve

months beginning with the first fiscal quarter of the Company commencing after the date of this Agreement that will satisfy the provisions

of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

(l)            Continued

Compliance with Securities Laws. The Company will comply with the Securities Act and the Exchange Act so as to permit the completion

of the distribution of the Offered Shares as contemplated by this Agreement, the Registration Statement, the Time of Sale Prospectus

and the Prospectus. Without limiting the generality of the foregoing, the Company will, during the period when a prospectus relating

to the Offered Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172

under the Securities Act or any similar rule), file on a timely basis with the Commission and NASDAQ all reports and documents required

to be filed under the Exchange Act.

(m)            Listing.

The Company will use its reasonable best efforts to list, subject to notice of issuance, the Offered Shares on NASDAQ.

(n)            Company

to Provide Copy of the Prospectus in Form That May be Downloaded from the Internet. If requested by the Representatives,

the Company shall cause to be prepared and delivered, at its expense, within one business day from the effective date of this Agreement,

to the Representatives an “electronic Prospectus” to be used by the Underwriters in connection with the offering and

sale of the Offered Shares. As used herein, the term “electronic Prospectus” means a form of Prospectus, and any amendment

or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory

to the Representatives, that may be transmitted electronically by the Representatives and the other Underwriters to offerees and purchasers

of the Offered Shares; (ii) it shall disclose the same information as the paper Prospectus, except to the extent that graphic and

image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic

Prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it

shall be in or convertible into a paper format or an electronic format, satisfactory to the Representatives, that will allow investors

to store and have continuously ready access to the Prospectus at any future time, without charge to investors (other than any fee charged

for subscription to the Internet as a whole and for on-line time). The Company hereby confirms that it has included or will include in

the Prospectus filed pursuant to EDGAR or otherwise with the Commission and in the Registration Statement at the time it was declared

effective an undertaking that, upon receipt of a request by an investor or his or her representative, the Company shall transmit or cause

to be transmitted promptly, without charge, a paper copy of the Prospectus.

(o)            Agreement

Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through

and including the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein

as the “Lock-up Period”), the Company Parties will not, without the prior written consent of GS and Jefferies (which

consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any

Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent

position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position”

(as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or

grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related

Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic

risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in

cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement

under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to

the Offered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction

affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however,

that the Company may (A) effect the transactions contemplated hereby, including the issuance or purchase of Shares or securities

convertible into or exercisable or exchangeable for Shares (including, without limitation, the LP Units) in connection with the Organizational

Transactions as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (B) issue Shares or options

to purchase Shares, restricted stock, restricted stock units or other compensatory equity-based awards, or issue Shares upon exercise

of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the

Time of Sale Prospectus and the Prospectus, but only if the holders of such Shares or options that are a director, officer or beneficial

owner (as defined and determined according to Rule 13d-3 under the Exchange Act) of one percent or more of the outstanding issued

share capital of the Company, agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares

or options during such Lock-up Period without the prior written consent of GS and Jefferies (which consent may be withheld in their sole

discretion), (C) file one or more registration statements on Form S-8 (or any successor form) with the Commission relating

to securities granted or to be granted pursuant to any equity incentive, long-term incentive or similar plan described in the Registration

Statement, the Time of Sale Prospectus and the Prospectus, (D) issue Shares or Related Securities in connection with the acquisition

or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant

to any employee benefit plan assumed by the Company in connection with any such merger or acquisition, (E) issue Shares or substantially

similar securities upon the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement

(including, without limitation, the LP Units), (F) issue Shares or Related Securities in connection with any merger, joint venture,

strategic alliance, commercial relationship or other strategic or collaborative transactions and (G) submit a confidential registration

statement in connection with the exercise of any demand and/or piggyback registration rights described in the Prospectus and any preparations

related thereto, provided that such submission or preparations do not require or result in the public filing of a registration statement

with the Commission or any other public announcement of such proposed registration by the Company or any third party during the Lock-up

Period, and provided further that the Company shall notify the Representatives prior to making any such submission; provided that

the aggregate number of Shares or Related Securities that the Company may issue or agree to issue pursuant to the foregoing clauses (D) and

(F) shall not exceed 10% of the total outstanding capital stock of the Company immediately following the issuance of the Offered

Shares, and provided further, in the case of clauses (D) and (F), that the recipients thereof provide to the Representatives a signed

Lock-up Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other

rights to acquire Shares, or any securities exchangeable or exercisable for or convertible into Shares (including, for the avoidance

of doubt, LP Units and shares of Class V Common Stock), or to acquire other securities or rights ultimately exchangeable or exercisable

for or convertible into Shares.

(p)            Future

Reports to the Representatives. During the period of three years hereafter, for so long as the Company is subject to the reporting

requirements of either Section 13 or Section 15(d) under the Exchange Act, the Company will furnish to the Representatives,

c/o Goldman Sachs & Co. LLC, at 200 West Street, New York, New York 10282, Jefferies LLC, at 520 Madison Avenue, New York, New

York 10022, Attention: Global Head of Syndicate and William Blair & Company, L.L.C., at The William Blair Building, 150 North

Riverside Plaza, Chicago, Illinois 60606: (i) as soon as practicable after the end of each fiscal year, copies of the Annual

Report of the Company containing the balance sheet of the Company as of the close of such fiscal year and statements of income, stockholders’

equity and cash flows for the year then ended and the opinion thereon of the Company’s independent public or certified public accountants;

(ii) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly

Report on Form 10-Q, Current Report on Form 8-K or other report filed by the Company with the Commission, FINRA or any securities

exchange; and (iii) as soon as available, copies of any report or communication of the Company furnished or made available generally

to holders of its capital stock; provided, however, that the requirements of this Section 3(p) shall be satisfied to

the extent that such reports, statement, communications, financial statements or other documents are available on EDGAR.

(q)            No

Stabilization or Manipulation; Compliance with Regulation M. The Company will not take, and will use its best efforts to ensure

that no affiliate of the Company will take, directly or indirectly, any action designed to or that might cause or result in stabilization

or manipulation of the price of the Shares or any reference security with respect to the Shares, whether to facilitate the sale or resale

of the Offered Shares or otherwise, and the Company will, and shall use its best efforts to cause each of their affiliates to, comply

with all applicable provisions of Regulation M.

(r)            Enforce

Lock-up Agreements. During the Lock-up Period, the Company Parties will enforce all agreements between the Company Parties and

any of their securityholders that restrict or prohibit, expressly or in operation, the offer, sale or transfer of Shares or Related Securities

or any of the other actions restricted or prohibited under the terms of the form of Lock-up Agreement. In addition, the Company Parties

will direct the transfer agent to place stop transfer restrictions upon any such securities of the Company Parties that are bound by

such “lock-up” agreements for the duration of the periods contemplated in such agreements, including, without limitation,

“lock-up” agreements entered into by the Company’s officers and directors and securityholders pursuant to Section 6(h) hereof.

(s)            Amendments

and Supplements to Permitted Section 5(d) Communications. If at any time following the distribution of any Permitted

Section 5(d) Communication, there occurred or occurs an event or development as a result of which such Permitted Section 5(d) Communication

included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order

to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will

promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Permitted Section 5(d) Communication

to eliminate or correct such untrue statement or omission.

(t)            Emerging

Growth Company Status. The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company

at any time prior to the later of (i) the time when a prospectus relating to the Offered Shares is not required by the Securities

Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) and (ii) the

expiration of the Lock-up Period (as defined herein).

(u)            Announcement

Regarding Lock-ups. The Company Parties agree to announce the Underwriters’ intention to release any director or “officer”

(within the meaning of Rule 16a-1(f) under the Exchange Act) of the Company Parties from any of the restrictions imposed by

any Lock-up Agreement, by issuing, through a major news service, a press release in form and substance satisfactory to the Representatives

or, if consented to by the Representatives, in a registration statement that is publicly filed in connection with a secondary offering

of the Company’s shares promptly following any Company Party’s receipt of any notification from the Representatives in which

such intention is indicated, but in any case not later than the close of the third business day prior to the date on which such release

or waiver is to become effective; provided, however, that nothing shall prevent the Representatives, on behalf of the Underwriters,

from announcing the same through a major news service, irrespective of whether the Company or Holdings LP, as applicable, has made the

required announcement; and provided, further, that no such announcement shall be made of any release or waiver granted solely

to permit a transfer of securities that is not for consideration and where the transferee has agreed in writing to be bound by the terms

of a Lock-up Agreement in the form set forth as Exhibit A hereto.

The Representatives, on behalf

of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company Parties of any one or more

of the foregoing covenants or extend the time for their performance.

Section 4.      Payment

of Expenses. The Company Parties, jointly and severally, agree to pay all costs, fees and expenses incurred in connection with the

performance of their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation

(i) all expenses incident to the issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all

fees and expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes arising

in the United States or any other jurisdiction where a Company Party is organized, incorporated or otherwise resident or has a permanent

establishment for tax purposes (and any political subdivision of the foregoing) in connection with the issuance and sale of the Offered

Shares to the Underwriters, (iv) all fees and expenses of the Company Parties’ counsel, independent public or certified public

accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping

and distribution of the Registration Statement (including financial statements, exhibits, consents and certificates of experts), the

Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company,

and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and

this Agreement, (vi) all reasonable and documented filing fees, attorneys’ fees and expenses incurred by the Company or the

Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or

any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada,

and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian

wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vii) the

reasonable and documented costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with

the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered

Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (provided that

the amount payable by the Company with respect to such fees and expenses of counsel pursuant to clauses (vi) and (vii) of this

Section 4 shall not, individually or in the aggregate, exceed $40,000), (viii) the costs and expenses of the Company relating

to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral

Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with

the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics,

fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel

and lodging expenses of the representatives, employees and officers of the Company and any such consultants (it being understood that

the Underwriters will pay or cause to be paid the travel and lodging expenses of their representatives); provided, however,

that the cost of any aircraft chartered in connection with the road show shall be paid fifty percent (50%) by the Company and fifty percent

(50%) by the Underwriters, (ix) the fees and expenses associated with listing the Offered Shares on NASDAQ, and (x) all other

fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this

Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including

the fees and disbursements of their counsel.

Section 5.      Covenant

of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result

in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus

prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under

Rule 433(d).

Section 6.      Conditions

of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for

the Offered Shares as provided herein on the First Closing Date and, with respect to the Optional Shares, each Option Closing Date, shall

be subject to the accuracy of the representations and warranties on the part of the Company Parties set forth in Section 1 hereof

as of the date hereof and as of the First Closing Date as though then made and, with respect to the Optional Shares, as of each Option

Closing Date as though then made, to the timely performance by the Company Parties of their covenants and other obligations hereunder,

and to each of the following additional conditions:

(a)            Comfort

Letter. On the date hereof, the Representatives shall have received from Deloitte & Touche LLP, independent registered

public accountants for the Company, a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory

to the Representatives, containing statements and information of the type ordinarily included in accountant’s “comfort letters”

to underwriters, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the

audited and unaudited financial statements and certain financial information contained in the Registration Statement, the Time of Sale

Prospectus, and each free writing prospectus, if any.

(b)            Compliance

with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after the date of this Agreement

and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each

Option Closing Date:

(i)            The

Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities

Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed

a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective

amendment shall have become effective.

(ii)            No

stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall

be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission.

(iii)            FINRA

shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and through and including

the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date:

(i)            No

event or condition of a type described in Section 1(g) hereof shall have occurred or shall exist, which event or condition

is not described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and the effect of which in the judgment

of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Offered Shares on

the First Closing Date or any Option Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement,

the Time of Sale Prospectus and the Prospectus; and

(ii)            there

shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review

for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company

or any of its subsidiaries by any “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under

the Exchange Act.

(d)            Opinion

of Counsel for the Company Parties. On each of the First Closing Date and each Option Closing Date the Representatives shall

have received the opinion and negative assurance letter of Kirkland & Ellis LLP, counsel for the Company Parties, dated as of

such date, in form and substance reasonably satisfactory to the Underwriters.

(e)            Opinion

of Counsel for the Underwriters. On each of the First Closing Date and each Option Closing Date the Representatives shall have

received the opinion and negative assurance letter of Weil, Gotshal & Manges LLP, counsel for the Underwriters in connection

with the offer and sale of the Offered Shares, in form and substance reasonably satisfactory to the Underwriters, dated as of such date.

(f)            Officers’

Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate

executed by the Chief Executive Officer or President of each Company Party and the Chief Financial Officer of each Company Party, dated

as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:

(i)            for

the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse

Change;

(ii)            the

representations, warranties and covenants of the Company Parties set forth in Section 1 of this Agreement are true and correct with

the same force and effect as though expressly made on and as of such date; and

(iii)            the

Company Parties have complied with all the agreements hereunder and satisfied all the conditions on their parts to be performed or satisfied

hereunder at or prior to such date.

(g)            Bring-down

Comfort Letter. On each of the First Closing Date and each Option Closing Date the Representatives shall have received from Deloitte &

Touche LLP, independent registered public accountants for the Company, a letter dated such date, in form and substance satisfactory to

the Representatives, which letter shall: (i) reaffirm the statements made in the letter furnished by them pursuant to Section 6(a),

except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior

to the First Closing Date or the applicable Option Closing Date, as the case may be; and (ii) cover certain financial information

contained in the Prospectus.

(h)            Lock-up

Agreements. On or prior to the date hereof, the Company Parties shall have furnished to the Representatives an agreement in the

form of Exhibit A hereto from each director, officer and each beneficial owner (as defined and determined according to Rule 13d-3

under the Exchange Act) of one percent or more of the outstanding issued share capital of the Company, and each such agreement shall

be in full force and effect on each of the First Closing Date and each Option Closing Date.

(i)            Rule 462(b) Registration

Statement. In the event that a Rule 462(b) Registration Statement is filed in connection with the offering contemplated

by this Agreement, such Rule 462(b) Registration Statement shall have been filed with the Commission on the date of this Agreement

and shall have become effective automatically upon such filing.

(j)            Approval

of Listing. At the First Closing Date, the Offered Shares shall have been approved for listing on NASDAQ, subject only to official

notice of issuance.

(k)            CFO

Certificate. On the date of this Agreement and on the First Closing Date or the applicable Option Closing Date, as the case may

be, the Company shall have furnished to the Representatives a certificate, dated the respective dates of delivery thereof and addressed

to the Underwriters, of its Chief Financial Officer with respect to certain financial data contained in the Time of Sale Prospectus and

the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory

to the Representatives.

(l)            Additional

Documents. On or before each of the First Closing Date and each Option Closing Date, the Representatives and counsel for the

Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling

them to pass upon the issuance and sale of the Offered Shares as contemplated herein, or in order to evidence the accuracy of any of

the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings

taken by the Company Parties in connection with the issuance and sale of the Offered Shares as contemplated herein and in connection

with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Representatives and counsel

for the Underwriters.

(m)            Organizational

Transactions. Prior to or substantially concurrent with the Closing Date, the Organizational Transactions shall have been consummated

in a manner substantially consistent with the description thereof in the Registration Statement, the Time of Sale Prospectus and the

Prospectus.

If any condition specified in this Section 6

is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives

to the Company Parties at any time on or prior to the First Closing Date and, with respect to the Optional Shares, at any time on or

prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party,

except that Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such

termination.

Section 7.      Reimbursement

of Underwriters’ Expenses. If this Agreement is terminated by the Representatives pursuant to Section 6 or Section 12

or if the sale to the Underwriters of the Offered Shares on the First Closing Date is not consummated because of any refusal, inability

or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company Parties, jointly

and severally, agree to reimburse the Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement

with respect to themselves), severally, upon demand for all documented out-of-pocket expenses that shall have been reasonably incurred

by the Representatives and the Underwriters in connection with the proposed purchase and the offering and sale of the Offered Shares,

including, but not limited to, documented fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and

telephone charges.

Section 8.      Effectiveness

of this Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

Section 9.      Indemnification.

(a)            Indemnification

of the Underwriters by the Company Parties. The Company Parties, jointly and severally, agree to indemnify and hold harmless

each Underwriter, its affiliates, directors, officers, employees and agents, and each person, if any, who controls any Underwriter within

the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such

Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act,

the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered

Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected

with the written consent of the Company Parties), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof

as contemplated below) arises out of or is based upon (A) (i) any untrue statement or alleged untrue statement of a material

fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein a material

fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged

untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus

that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any

Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing),

or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure

to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which

is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered

by clause (i) or (ii) above, or (B) the violation of any laws or regulations of foreign jurisdictions where Offered Shares

have been offered or sold; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling

person for any and all documented expenses (including the documented fees and disbursements of counsel) as such expenses are reasonably

incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating,

defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that

the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent,

arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and

in conformity with information relating to any Underwriter furnished to the Company by the Representatives in writing expressly for use

in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Marketing

Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), it being understood

and agreed that the only such information consists of the information described in Section 9(b) below. The indemnity agreement

set forth in this Section 9(a) shall be in addition to any liabilities that the Company Parties may otherwise have.

(b)            Indemnification

of each Company Party and their Respective Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify

and hold harmless each Company Party, each of their respective directors, each of their respective officers who signed the Registration

Statement and each person, if any, who controls a Company Party within the meaning of the Securities Act or the Exchange Act, against

any loss, claim, damage, liability or expense, as incurred, to which the Company Party, or any such director, officer or controlling

person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common

law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter),

insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based

upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment

thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the

statements therein, in the light of the circumstances under which they were made, not misleading or (ii) any untrue statement or

alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus,

that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act, any Section 5(d) Written

Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material

fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each

case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was

made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus, such Section 5(d) Written

Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to

such Underwriter furnished to the Company by the Representatives in writing expressly for use therein; and to reimburse each Company

Party, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel)

as such expenses are incurred by the Company Party, or any such director, officer or controlling person in connection with investigating,

defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges

that the only information that the Representatives have furnished to the Company expressly for use in the Registration Statement, any

preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file,

pursuant to Rule 433(d) of the Securities Act, any Section 5(d) Written Communication or the Prospectus (or any amendment

or supplement to the foregoing) are the statements set forth in (i) the first two sentences of the third paragraph under

the caption “Underwriting,” (ii) the first and second sentences of the first paragraph under the caption “Underwriting—Commission

and Expenses,” and (iii) the first sentence of the first paragraph (with respect to the Underwriters only) under the caption

“Underwriting—Stabilization” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in

this Section 9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 9 of notice of the

commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under

this Section 9, notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying

party will not relieve the indemnifying party from any liability which it may have to any indemnified party to the extent the indemnifying

party is not materially prejudiced as a proximate result of such failure and shall not in any event relieve the indemnifying party from

any liability that it may have otherwise than on account of this indemnity agreement. In case any such action is brought against any

indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will

be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified,

by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume

the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants

in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded

that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any

such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional

to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume

such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt

of notice from the indemnifying party to such indemnified party of such indemnifying party’s election to so assume the defense

of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party

under this Section 9 for any legal or other expenses subsequently incurred and documented by such indemnified party in connection

with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to

the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more

than one separate counsel (together with local counsel), representing the indemnified parties who are parties to such action), which

counsel (together with any local counsel) for the indemnified parties shall be selected by GS, Jefferies and WB (in the case of counsel

for the indemnified parties referred to in Section 9(a) above) or by the Company Parties (in the case of counsel for the indemnified

parties referred to in Section 9(b) above)) or (ii) the indemnifying party shall not have employed counsel satisfactory

to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the

indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party,

in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party and shall be paid as they are

incurred.

(d)            Settlements.

The indemnifying party under this Section 9 shall not be liable for any settlement of any proceeding effected without its written

consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify

the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding

the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party

for fees and expenses of counsel as contemplated by Section 9(c) hereof, the indemnifying party shall be liable for any settlement

of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by

such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party

in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent

of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action,

suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought

hereunder by such indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified

party from all liability on claims that are the subject matter of such action, suit or proceeding and does not include an admission of

fault or culpability or a failure to act by or on behalf of such indemnified party.

Section 10.      Contribution.

If the indemnification provided for in Section 9 is for any reason held to be unavailable to or otherwise insufficient to hold harmless

an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party

shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages,

liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by

the Company Parties, on the one hand, and the Underwriters, on the other hand, from the offering of the Offered Shares pursuant to this

Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion

as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of

the Company Parties, on the one hand, and the Underwriters, on the other hand, in connection with the statements or omissions which resulted

in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits

received by the Company Parties, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Offered

Shares pursuant to this Agreement shall be deemed to be in the same respective proportions as the total proceeds from the offering of

the Offered Shares pursuant to this Agreement (before deducting expenses) received by the Company Parties, and the total underwriting

discounts and commissions received by the Underwriters, in each case as set forth on the front cover page of the Prospectus, bear

to the aggregate initial public offering price of the Offered Shares as set forth on such cover. The relative fault of the Company Parties,

on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue

or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied

by the Company Parties, on the one hand, or the Underwriters, on the other hand, and the parties’ relative intent, knowledge, access

to information and opportunity to correct or prevent such statement or omission.

The amount paid or payable

by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject

to the limitations set forth in Section 9(c), any legal or other fees or expenses reasonably incurred by such party in connection

with investigating or defending any action or claim. The provisions set forth in Section 9(c) with respect to notice of commencement

of any action shall apply if a claim for contribution is to be made under this Section 10; provided, however, that no additional

notice shall be required with respect to any action for which notice has been given under Section 9(c) for purposes of indemnification.

The Company Parties and the

Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 10 were determined by pro rata

allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not

take account of the equitable considerations referred to in this Section 10.

Notwithstanding the provisions

of this Section 10, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions

received by such Underwriter in connection with the Offered Shares underwritten by it and distributed to the public. No person guilty

of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution

from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to

this Section 10 are several, and not joint, in proportion to their respective underwriting commitments as set forth opposite their

respective names on Schedule A. For purposes of this Section 10, each affiliate, director, officer, employee and agent of

an Underwriter and each person, if any, who controls an Underwriter within the meaning of the Securities Act or the Exchange Act shall

have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the

Registration Statement, and each person, if any, who controls a Company Party within the meaning of the Securities Act and the Exchange

Act shall have the same rights to contribution as the Company Parties.

Section 11.      Default

of One or More of the Several Underwriters. If, on the First Closing Date or any Option Closing Date any one or more of the

several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date,

and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase

does not exceed 10% of the aggregate number of the Offered Shares to be purchased on such date, the Representatives may make arrangements

satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such

arrangements are made by such date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the

number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set

forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives

with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters

agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the

Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default

occurs exceeds 10% of the aggregate number of Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives

and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate

without liability of any party to any other party except that the provisions of Section 4, Section 7, Section 9 and Section 10

shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall

have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer

than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or

arrangements may be effected.

As used in this Agreement,

the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 11.

Any action taken under this Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of

such Underwriter under this Agreement.

Section 12.      Termination

of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement

may be terminated by GS, Jefferies and WB by notice given to the Company Parties if at any time: (i) trading or quotation in any

of the Company’s securities shall have been suspended or limited by the Commission or by NASDAQ; (ii) trading in securities

generally on NASDAQ or the New York Stock Exchange shall have been suspended; (iii) a general banking moratorium shall have been

declared by any of federal, New York or California authorities; or (iv) there shall have occurred any outbreak or escalation of

national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets,

or any substantial change in United States’ or international political, financial or economic conditions, the effect of which,

as in the judgment of GS, Jefferies and WB is material and adverse and makes it impracticable to market the Offered Shares in the manner

and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (v) the

Company Parties shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity, regardless of whether or

not such loss shall have been insured, the effect of which, in the judgment of GS, Jefferies and WB, is material and adverse and makes

it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus.

Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company Parties to any Underwriter,

except that the Company Parties, jointly and severally, shall be obligated to reimburse the expenses of the Representatives and the Underwriters

pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company Parties; provided, however, that

the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Section 13.      No

Advisory or Fiduciary Relationship. The Company Parties acknowledge and agree that (a) the purchase and sale of the Offered

Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts

and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters,

on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter

is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its other stockholders, creditors, employees

or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company

Parties with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has

advised or is currently advising the Company Parties on other matters) and no Underwriter has any obligation to the Company Parties with

respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and

their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company

Parties, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering

contemplated hereby and the Company Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they

deemed appropriate.

Section 14.      Representations

and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements

of each Company Party, of its officers, and of the several Underwriters set forth in or made pursuant to this Agreement will remain in

full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company Parties or any of their

or their partners, officers or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding,

will survive delivery of and payment for the Offered Shares sold hereunder and any termination of this Agreement.

Section 15.      Notices.

All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto

as follows:

If to the Representatives:

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Jefferies LLC

520 Madison Avenue

New York, New York 10022

Facsimile: (646) 619-4437

Attention: General Counsel

William Blair & Company, L.L.C.

The William Blair Building

150 North Riverside Plaza

Chicago, Illinois 60606

with a copy to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attention: Alexander D. Lynch, Esq., Michael Stein, Esq.

If to the Company Parties:

Suja Life, Inc.

3831 Ocean Ranch Blvd.

Oceanside, CA 92056

Attention: Heather Thomaselli, Chief Administrative Officer

Suja Life Holdings, L.P.

3831 Ocean Ranch Blvd.

Oceanside, CA 92056

Attention: Heather Thomaselli, Chief Administrative Officer

with a copy to:

Kirkland and Ellis LLP

333 West Wolf Point Plaza

Chicago, IL 60654

Attention: Michael P. Keeley, P.C., Ben Richards

Any party hereto may change the address for receipt

of communications by giving written notice to the others. In accordance with the requirements of the USA Patriot Act (Title III of Pub.

L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies

their respective clients, including the Company, which information may include the name and address of their respective clients, as well

as other information that will allow the Underwriters to properly identify their respective clients.

Section 16.      Successors.

This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Underwriters pursuant to

Section 11 hereof, and to the benefit of the affiliates, directors, officers, employees, agents and controlling persons referred

to in Section 9 and Section 10, and in each case their respective successors, and no other person will have any right or obligation

hereunder. The term “successors” shall not include any purchaser of the Offered Shares as such from any of the Underwriters

merely by reason of such purchase.

Section 17.      Partial

Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the

validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement

is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor

changes) as are necessary to make it valid and enforceable.

Section 18.      Recognition

of the U.S. Special Resolution Regimes.

(a)            In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation,

were governed by the laws of the United States or a state of the United States.

(b)            In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights would be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

For purposes of this Agreement,

(A) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted

in accordance with, 12 U.S.C. § 1841(k); (B) “Covered Entity” means any of the following: (i) a “covered

entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered

bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered

FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) “Default Right”

has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,

as applicable; and (D) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance

Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act

and the regulations promulgated thereunder.

Section 19.      Governing

Law Provisions. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New

York applicable to agreements made and to be performed in such state. Any legal suit, action or proceeding arising out of or based upon

this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts

of the United States of America located in the Borough of Manhattan in the City of New York or the courts of the State of New York in

each case located in the Borough of Manhattan in the City of New York (collectively, the “Specified Courts”), and

each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment

of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such

suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above

shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and

unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably

and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in

any such court has been brought in an inconvenient forum.

Section 20.      General

Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or

oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement

may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto

and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto,

and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.

The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this

Agreement.

Each of the parties hereto

acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions

hereof, including, without limitation, the indemnification provisions of Section 9 and the contribution provisions of Section 10,

and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 9

and Section 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs

and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus,

the Time of Sale Prospectus, each free writing prospectus and the Prospectus (and any amendments and supplements to the foregoing), as

contemplated by the Securities Act and the Exchange Act.

If the foregoing is in accordance

with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument,

along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

Very truly yours,

SUJA LIFE, INC.

By:

/s/ Maria Stipp

Name: Maria Stipp

Title: Chief Executive Officer

SUJA LIFE HOLDINGS, L.P.

By:

/s/ Maria Stipp

Name: Maria Stipp

Title: President and Chief Executive Officer

The foregoing Underwriting Agreement is hereby

confirmed and accepted by the Representatives in New York, New York as of the date first above written.

GOLDMAN SACHS & CO.

LLC

JEFFERIES LLC

WILLIAM BLAIR & COMPANY,

L.L.C.

Acting individually and as Representatives

of the several Underwriters named

the attached Schedule A.

GOLDMAN SACHS & CO.

LLC

By:

/s/ Tim Carson

Name: Tim Carson

Title: Managing Director

JEFFERIES LLC

By:

/s/ Michael Bauer

Name: Michael Bauer

Title: Managing Director

WILLIAM BLAIR & COMPANY,

L.L.C.

By:

/s/ Zach Dombrowski

Name: Zach Dombrowski

Title: Managing Director

Schedule A

Underwriters

Number of

Firm Shares

to be

Purchased

Goldman Sachs & Co. LLC

2,635,923

Jefferies LLC

2,272,348

William Blair & Company, L.L.C.

1,999,666

BofA Securities, Inc.

990,476

Evercore Group L.L.C.

990,476

Total

8,888,889

Schedule B

Free Writing Prospectuses Included in the

Time of Sale Prospectus

None.

Schedule C

Permitted Section 5(d) Communications

Testing-the-Waters Communications

1. January 2026

2. March / April 2026

Exhibit A

Form of Lock-up Agreement

[●], 2026

Goldman Sachs & Co. LLC

Jefferies LLC

William Blair & Company, L.L.C.

As Representatives of the Several Underwriters

named in Schedule A to the Underwriting

Agreement

c/o Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

c/o Jefferies LLC

520 Madison Avenue

New York, New York 10022

and

c/o William Blair & Company, L.L.C.

The William Blair Building

150 North Riverside Plaza

Chicago, Illinois 60606

RE:

Suja Life, Inc. (the “Company”)

Ladies & Gentlemen:

The undersigned is an owner

of shares of Class A common stock, par value $0.0001 per share, of the Company (“Shares”) or of securities convertible

into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”)

for which Goldman Sachs & Co. LLC (“GS”), Jefferies LLC (“Jefferies”) and William Blair &

Company, L.L.C. (“WB”) will act as the representatives of the underwriters. The undersigned recognizes that the Offering

will benefit each of the Company and the undersigned. The undersigned acknowledges that the underwriters are relying on the representations

and agreements of the undersigned contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering

into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company

with respect to the Offering.

Annex A sets forth definitions for capitalized

terms used in this letter agreement that are not defined in the body of this agreement. Those definitions are a part of this agreement.

In consideration of the foregoing, and for other

good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during

the Lock-up Period, the undersigned will not (and will, if the undersigned is a natural person, cause any Family Member not to), without

the prior written consent of GS and Jefferies, which may withhold their consent in their sole discretion:

· Sell

or Offer to Sell any Shares or Related Securities currently or hereafter owned either of

record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned

or any Family Member;

· enter

into any Swap;

· make

any demand for, or exercise any right with respect to, the registration under the Securities

Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration

statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with

respect to any such registration (other than in connection with demand and/or piggyback registration

rights under the registration rights agreement described in the Prospectus (as defined in

the Underwriting Agreement); provided that such exercise of demand and/or piggyback registration

rights does not result in the public filing of a registration statement with the Securities

and Exchange Commission (“SEC”) or any other public announcement of such

proposed registration by the undersigned, the Company or any third party during the Lock-up

Period and, for the avoidance of doubt, a confidential submission of such registration statement

with the SEC shall not constitute a public filing during the Lock-up Period); or

· publicly

announce any intention to do any of the foregoing.

The foregoing will not apply to the registration

of the offer and sale of the Shares, and the sale of the Shares to the underwriters, in each case as contemplated by the Underwriting

Agreement. In addition, the foregoing restrictions shall not apply to the transfer of Shares or Related Securities:

(a)            as

one or more bona fide gifts or charitable contributions, or for bona fide estate planning purposes, including, without

limitation, to charitable organizations or educational institutions;

(b)            by

will, testamentary document or intestate succession;

the undersigned is a natural person, to any Family Member or to any trust for the direct or indirect benefit of the undersigned or a

Family Member or, if the undersigned is a trust, to a trustor or beneficiary of the trust or the estate of a beneficiary of such trust;

(d)            to

any corporation, partnership, limited liability company or other entity of which the undersigned and/or any Family Member are the legal

and beneficial owner of all of the outstanding equity securities or similar interests;

(e)            if

the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation,

partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 under the Securities

Act) of the undersigned, or to any investment fund or other entity which fund or other entity directly or indirectly is controlling,

controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the

avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds

managed by such partnership), or (B) as part of a disposition, transfer or distribution by the undersigned to its stockholders,

current or former partners (general or limited), members or other equityholders or to the estate of any such stockholders, partners,

members or other equityholders;

A-2

(f)            to

any nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through

(v) above;

(g)            by

operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement or other

order of a court or regulatory authority;

(h)            to

the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee;

(i)            if

the undersigned is not an officer or director of the Company or a stockholder holding 10% or more of the Company’s Class A

common stock, in connection with a sale or transfer of the undersigned’s shares of Class A common stock acquired from (A) the

underwriters in the Offering or (B) in open market transactions on or after the completion of the Offering;

(j)            to

the Company in connection with the vesting, settlement or exercise of restricted stock units, options, warrants or other rights to purchase

or otherwise acquire Shares (including, in each case, by way of “net” or “cashless” exercise) that are scheduled

to expire or automatically vest during the Lock-up Period, including any transfer to the Company for the payment of exercise price, tax

withholdings or remittance payments due as a result of the vesting, settlement or exercise of such restricted stock units, options, warrants

or other rights, or in connection with the conversion of convertible securities, in all such cases pursuant to equity awards granted

under a stock incentive plan or other equity award plan, or pursuant to the terms of convertible securities, each as described in the

Registration Statement (as defined in the Underwriting Agreement), the Preliminary Prospectus (as defined in the Underwriting Agreement)

and the Prospectus, provided further, that, in each case, any such Shares received upon such vesting, settlement, exercise or conversion

shall be subject to the restrictions set forth in this letter agreement;

(k)            in

“sell to cover” or similar open market transactions during the Lock-up Period to satisfy any exercise price or tax withholding

obligations as a result of the exercise, vesting and/or settlement of Company equity awards (including options and restricted stock units)

held by the undersigned and issued pursuant to a plan or arrangement described in the Prospectus, provided that, any such Shares retained

by the undersigned after giving effect to this provision shall be subject to the terms of this letter agreement;

(l)            in

connection with (A) any conversion, exchange, reclassification, transfer or sale in connection with, and as contemplated by, the

Organizational Transactions (as defined in the Underwriting Agreement) or (B) any exchange of Class V common stock, par value

$0.0001 per share (“Class V Common Stock”), together with an equal number of LP Units (as defined in the Underwriting

Agreement), for Shares (an “Exchange”), provided that any Shares received upon such Exchange shall be subject to the

restrictions set forth in this letter agreement for the Lock-up Period;

A-3

(m)            [in

connection with any pledge, hypothecation or other grant of a security interest in any Shares and/or Related Securities to one or more

lending institutions (including their successors, assignees, participants, agents or representatives) (“Lenders”)

as collateral or security for any loan, advance or extension of credit, including the transfer of such Shares and/or Related Securities

to such Lenders upon foreclosure of such Shares and/or Related Securities in accordance with the terms of the documentation governing

any loan, advance or extension of credit; provided that with respect to any pledge, charge, hypothecation or other granting of a security

interest set forth above after the execution of this letter agreement, the applicable Lender(s) shall be informed of the existence

and contents of this letter agreement before entering into any loan, advance or extension of credit and further, provided that any purchaser

or transferee of such Shares and/or Related Securities shall, upon foreclosure of the pledged securities, sign and deliver a lock-up

agreement substantially in the form of this letter agreement; provided further that the undersigned or the Company, as the case may be,

shall provide the Representatives prior written notice informing them of any public filing, report or announcement with respect to such

pledge, hypothecation or other grant of a security interest]1; or

(n)            pursuant

to a bona fide third-party tender offer for securities of the Company, merger, consolidation or other similar transaction that

is approved by the board of directors of the Company and made to all holders of the Company’s capital stock involving a Change

of Control of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger,

consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated

persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority

of the outstanding voting securities of the Company (or the surviving entity)), provided that in the event that such tender offer, merger,

consolidation or other similar transaction is not completed, the Shares and/or Related Securities, subject to this letter agreement,

shall remain subject to the restrictions set forth herein.

provided, however, that in any

such case, it shall be a condition that:

· in

the case of clauses (i) through (vii) above, (x) such transfer or distribution

shall not involve a disposition for value and (y) each transferee executes and delivers

to GS, Jefferies and WB an agreement in form and substance satisfactory to GS, Jefferies

and WB stating that such transferee is receiving and holding such Shares and/or Related Securities

subject to the provisions of this letter agreement and agrees not to, during the Lock-up

Period, Sell or Offer to Sell such Shares and/or Related Securities, engage in any Swap or

engage in any other activities restricted under this letter agreement except in accordance

with this letter agreement (as if such transferee had been an original signatory hereto);

· in

the case of clauses (i) through (xiv) above, if any filing, report or announcement

shall be legally required during the Lock-up Period, such filing, report or announcement

shall clearly indicate in the footnotes thereto (A) the circumstances of such transfer

or distribution and (B) in the case of a transfer or distribution pursuant to clauses

(i) through (vii) above, that the donee, devisee, transferee or distributee has

agreed to be bound by a lock-up agreement in the form of this letter agreement; and

· in

the case of any transfer or distribution, no public disclosure or filing under the Exchange

Act shall be made voluntarily, and in the case of any transfer pursuant to clause (ix) above,

no public disclosure or filing under Section 16(a) of the Exchange Act by any party

to the transfer shall be required, in each case, reporting a reduction in beneficial ownership

of Shares in connection with such transfer.

1 NTD: To be included for the PSP Funds.

A-4

Furthermore, notwithstanding the restrictions

imposed by this letter agreement, the undersigned may enter into a written plan meeting the requirements of Rule 10b5-1 under the

Exchange Act relating to the transfer, sale or other disposition of Shares and/or Related Securities, if then permitted by the Company,

provided that none of the Shares and/or Related Securities subject to such plan may be transferred, sold or otherwise disposed of until

after the expiration of the Lock-up Period, and if any filing, report or announcement regarding, or that otherwise discloses, the establishment

of such plan shall be legally required during the Lock-up Period, such filing, report or announcement shall clearly indicate therein

that none of the securities subject to such plan may be transferred, sold or otherwise disposed of pursuant to such plan until after

the expiration of the Lock-up Period.

In addition, if the undersigned is an officer

or director of the Company, (i) GS and Jefferies agree that, at least three business days before the effective date of any release

or waiver of the foregoing restrictions in connection with a transfer of Shares, GS and Jefferies will notify the Company of the impending

release or waiver, and (ii) the Company (in accordance with the provisions of the Underwriting Agreement) will announce the impending

release or waiver by press release through a major news service at least two business days before the effective date of the release or

waiver. Any release or waiver granted by GS and Jefferies hereunder to any such officer or director shall only be effective two business

days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or

waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by

the same terms described in this letter agreement that are applicable to the transferor to the extent and for the duration that such

terms remain in effect at the time of the transfer.

The undersigned also agrees and consents to the

entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or Related Securities

held by the undersigned and, if the undersigned is a natural person, the undersigned’s Family Members, if any, except in compliance

with the foregoing restrictions.

With respect to the Offering only, the undersigned

waives any registration rights relating to registration under the Securities Act of the offer and sale of any Shares and/or any Related

Securities owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering.

The undersigned confirms that the undersigned

has not, and has no knowledge that any Family Member has, directly or indirectly, taken any action designed to or that might reasonably

be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale

of the Shares. The undersigned will not, and will use its best efforts to cause any Family Member not to take, directly or indirectly,

any such action.

The undersigned acknowledges and agrees that

the underwriters have not provided any recommendation or investment advice nor have the underwriters solicited any action from the undersigned

with respect to the Offering and the undersigned has consulted his, her or its own legal, accounting, financial, regulatory and tax advisors

to the extent deemed appropriate.

Whether or not the Offering occurs as currently

contemplated or at all depends on market conditions and other factors. The Offering will only be made pursuant to the Underwriting Agreement,

the terms of which are subject to negotiation between the Company and the underwriters.

A-5

This letter agreement shall automatically terminate

and the undersigned shall be released from all of his, her or its obligations hereunder upon the earlier of (i) the date on which

the Registration Statement filed with the SEC with respect to the Offering is withdrawn, (ii) the date on which for any reason the

Underwriting Agreement is terminated (other than the provisions thereof that survive termination) prior to payment for and delivery of

the Shares to be sold thereunder (other than pursuant to the underwriters’ option thereunder to purchase additional Shares), (iii) the

date on which the Company notifies GS, Jefferies and WB, in writing and prior to the execution of the Underwriting Agreement, that it

does not intend to proceed with the Offering and (iv) May 31, 2026, in the event that the Underwriting Agreement has not been

executed by such date (provided, however, that the Company may, by written notice to the undersigned prior to such date, extend such

date by a period of up to an additional 90 days).

The undersigned hereby represents and warrants

that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable

and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.

This letter agreement may be delivered via facsimile,

electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions

Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com or www.echosign.com) or other transmission

method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

This letter agreement shall be governed by, and

construed in accordance with, the laws of the State of New York.

[Signature page follows]

A-6

Signature

Printed Name of Person Signing

(Indicate capacity of person signing if

signing as custodian or

trustee, or on

behalf of an entity)

Annex A

Certain Defined Terms

Used in Lock-up Agreement

For purposes of the letter agreement to which this Annex A is attached

and of which it is made a part:

· “Call

Equivalent Position” shall have the meaning set forth in Rule 16a-1(b) under

the Exchange Act.

· “Exchange

Act” shall mean the Securities Exchange Act of 1934, as amended.

· “Family

Member” shall mean the spouse of the undersigned, an immediate family member of

the undersigned or an immediate family member of the undersigned’s spouse, in each

case living in the undersigned’s household or whose principal residence is the undersigned’s

household (regardless of whether such spouse or family member may at the time be living elsewhere

due to educational activities, health care treatment, military service, temporary internship

or employment or otherwise). “Immediate family member” as used above shall

have the meaning set forth in Rule 16a-1(e) under the Exchange Act.

· “Lock-up

Period” shall mean the period beginning on the date hereof and continuing through

the close of trading on the date that is 180 days after the date of the Prospectus.

· “Put

Equivalent Position” shall have the meaning set forth in Rule 16a-1(h) under

the Exchange Act.

· “Related

Securities” shall mean any options or warrants or other rights to acquire Shares,

or any securities exchangeable or exercisable for or convertible into Shares (including,

for the avoidance of doubt, shares of Class V Common Stock), or to acquire other securities

or rights ultimately exchangeable or exercisable for or convertible into Shares.

· “Securities

Act” shall mean the Securities Act of 1933, as amended.

· “Sell

or Offer to Sell” shall mean to:

– sell, offer to sell, contract to sell or lend,

– effect any short sale or establish or increase a Put Equivalent

Position or liquidate or decrease any Call Equivalent Position

– pledge, hypothecate or grant any security interest in, or

– in any other way transfer or dispose of,

– in each case whether effected directly or indirectly.

· “Swap”

shall mean any swap, hedge or similar arrangement or agreement that transfers, in whole or

in part, the economic risk of ownership of Shares or Related Securities, regardless of whether

any such transaction is to be settled in securities, in cash or otherwise.

Capitalized terms not defined in this Annex A shall have the meanings

given to them in the body of this letter agreement.

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2530822d27_ex3-1.htm · Sequence: 3

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

SUJA LIFE, INC.

* * * * *

Suja Life, Inc., a corporation duly organized

and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Corporation”),

DOES HEREBY CERTIFY as follows:

FIRST:

The present name of the Corporation is Suja Life, Inc. The original Certificate of Incorporation of the Corporation was filed with

the Secretary of State of the State of Delaware on October 8, 2025 (the “Certificate of Incorporation”).

SECOND:

The Board of Directors of the Corporation, pursuant to a unanimous written consent, duly adopted resolutions authorizing the Corporation

to amend and restate the Certificate of Incorporation in its entirety to read as set forth in Exhibit A attached hereto and

made a part hereof (the “Amended and Restated Certificate”).

THIRD:

The Amended and Restated Certificate restates and integrates and further amends the Certificate of Incorporation.

FOURTH:

The stockholders of the Corporation approved and adopted the Amended and Restated Certificate by written consent in accordance with Section 228

of the General Corporation Law of the State of Delaware.

FIFTH:

The Amended and Restated Certificate has been duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation

Law of the State of Delaware.

* * * * *

IN WITNESS WHEREOF, Suja Life, Inc. has

caused this Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer on this 7th day

of May, 2026.

SUJA LIFE, INC.

By:

/s/ Maria Stipp

Name:

Maria

Stipp

Title:

Chief

Executive Officer

Exhibit A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

SUJA LIFE, INC.

Article One

The name of the corporation is Suja Life, Inc.

(the “Corporation”).

Article Two

The address of the Corporation’s registered

office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its

registered agent at such address is The Corporation Trust Company.

Article Three

The nature and purpose of the business of the

Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the

State of Delaware (“DGCL”).

Article Four

Section 1.              Authorized

Shares. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 650,000,000

shares, consisting of three classes as follows:

1. 50,000,000 shares of Preferred Stock, par value $0.0001 per share (the

“Preferred Stock”);

2. 500,000,000 shares of Class A Common Stock, par value $0.0001 per share (the “Class A

Common Stock”); and

3. 100,000,000 shares of Class V Common Stock, par value $0.0001 per share (the “Class V

Common Stock” and together with the Class A Common Stock, the “Common Stock”).

The Preferred Stock and the Common Stock shall

have the designations, rights, powers, and preferences and the qualifications, restrictions, and limitations thereof, if any, set forth

below.

Section 2.              Preferred

Stock. The Board of Directors of the Corporation (the “Board”) is authorized, subject to limitations prescribed

by law, to provide, by resolution or resolutions for the issuance of shares of Preferred Stock in one or more series, and with respect

to each series, to establish the number of shares to be included in each such series, and to fix the voting powers (if any), designations,

powers, preferences, and relative, participating, optional, or other special rights, if any, of the shares of each such series, and any

qualifications, limitations, or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption,

and liquidation preferences, any or all of which may be greater than the rights of the Common Stock. The powers (including voting powers),

preferences, and relative, participating, optional, and other special rights of each series of Preferred Stock and the qualifications,

limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. Subject to the

rights of the holders of any series of Preferred Stock, the number of authorized shares of Preferred Stock may be increased or decreased

(but not below the number of shares thereof then outstanding), without the separate vote of the holders of the Preferred Stock as a class,

irrespective of the provisions of Section 242(b)(2) of the DGCL. For the avoidance of doubt, and notwithstanding the foregoing,

the Corporation shall be governed by Section 242(d) of the DGCL.

Section 3.              Common

Stock.

(a)           Voting

Rights. Except as otherwise required by the DGCL or as provided by or pursuant to the provisions of this Certificate of Incorporation

(as amended and/or restated from time to time, including pursuant to any certificate of designation relating to any series of Preferred

Stock, the “Certificate”):

(i)            Each

holder of Class A Common Stock shall be entitled to one vote for each share of Class A Common Stock held of record by such

holder on all matters to be voted upon by stockholders of the Corporation.

(ii)           Each

holder of Class V Common Stock shall be entitled to one vote for each share of Class V Common Stock held of record by such

holder on all matters to be voted upon by stockholders of the Corporation.

(iii)          Except

as otherwise required in this Certificate or by applicable law, the holders of Class A Common Stock and Class V Common Stock

shall vote together as a single class on all matters on which stockholders of the Corporation are generally entitled to vote (and, if

any holders of Preferred Stock are entitled to vote together with the holders of Common Stock, as a single class with such holders of

Preferred Stock); provided, however, that, except as otherwise required by law or this Certificate, the holders of Common Stock, as such,

shall not be entitled to vote on any amendment to this Certificate (including any certificate of designation relating to any series of

Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected

series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this

Certificate (including any certificate of designation relating to any series of Preferred Stock) or pursuant to the DGCL. Subject to

the rights of the holders of any series of Preferred Stock, the number of authorized shares of Class A Common Stock or Class V

Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) without the separate vote of

the holders of the Class A Common Stock or Class V Common Stock, as applicable, irrespective of the provisions of Section 242(b)(2) of

the DGCL. For the avoidance of doubt, the Corporation does not intend by the foregoing sentence to opt out of the provisions of Section 242(d) of

the DGCL, and intends that Section 242(d) be applicable to the Corporation.

(iv)          The

holders of shares of Common Stock shall not have cumulative voting rights.

(b)           Dividends.

Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series

of stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends

in cash, stock, or property of the Corporation, such dividends may be declared and paid on the Class A Common Stock out of the assets

of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

Dividends shall not be declared or paid on the Class V Common Stock.

Dissolution, etc. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the

Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation as required by law and of the

preferential and other amounts, if any, to which the holders of Preferred Stock or any class or series of stock having a preference over

or the right to participate with the Class A Common Stock shall be entitled, the holders of all outstanding shares of Class A

Common Stock shall be entitled to participate in the distribution of the remaining assets of the Corporation available for distribution

to holders of Class A Common Stock ratably in proportion to the number of shares held by each such stockholder. The holders of shares

of Class V Common Stock, as such, shall not be entitled to receive any assets of the Corporation in the event of any voluntary or

involuntary liquidation, dissolution, or winding up of the affairs of the Corporation.

(d)           Reclassification.

Neither the Class A Common Stock nor the Class V Common Stock may be subdivided, split, combined, consolidated, reclassified,

or otherwise changed unless contemporaneously therewith the other class of Common Stock and the common units of Suja Life Holdings, L.P.,

a Delaware limited partnership (such units, the “LP Units”), are subdivided, consolidated, reclassified, or otherwise

changed in the same proportion and in the same manner.

(e)           Exchange.

The holders of LP Units other than the Corporation shall, to the extent provided in the Exchange Agreement and the Partnership Agreement

(each, defined below) and in accordance with the terms and conditions of the Exchange Agreement and the Partnership Agreement, as applicable,

have the right to exchange the Class V Common Stock and the LP Units held by them for the number of fully paid and nonassessable

shares of Class A Common Stock determined in accordance with the terms of the Exchange Agreement. Upon the exchange of an LP Unit

for one share of Class A Common Stock in accordance with the terms and conditions of the Exchange Agreement and the Partnership

Agreement, as applicable, one share of Class V Common Stock held by the exchanging holder shall automatically and without further

action on the part of the Corporation be transferred to the Corporation for no consideration, and shall be automatically retired and

cancelled and shall no longer be issued or outstanding and may not be reissued and shall return to the status of authorized but unissued

shares of Class V Common Stock. The Corporation shall at all times when any shares of Class V Common Stock and LP Units shall

be outstanding, reserve and keep available out of its authorized but unissued Class A Common Stock such number of shares of the

Class A Common Stock as shall from time to time be sufficient to effect the exchange of all outstanding shares of Class V Common

Stock and LP Units into shares of Class A Common Stock in accordance with the terms of the Exchange Agreement and the Partnership

Agreement. If at any time the number of authorized but unissued shares of Class A Common Stock shall not be sufficient to effect

the exchange of all outstanding LP Units, the Corporation will take such corporate actions within its power as may, in the opinion of

its counsel, be necessary to cause this Certificate to be amended so as to increase the number of authorized shares of Class A Common

Stock to such number as shall be sufficient for such purpose. “Exchange Agreement” means that certain Exchange Agreement,

dated on or about the date hereof, among the Corporation, Suja Life Holdings, L.P., and holders of LP Units party thereto, as it may

be amended and/or restated from time to time, a copy of which is available from the Company upon request and without cost. “Partnership

Agreement” means that certain Amended and Restated Limited Partnership Agreement of Suja Life Holdings, L.P., dated on or about

the date hereof, as it may be amended and/or restated from time to time, a copy of which is available from the Corporation upon request

and without cost.

(f)            Automatic

Transfer. No share of Class V Common Stock may be sold, exchanged, or otherwise transferred, other than in connection with (i) the

original issuance of the Class V Common Stock to the holders of LP Units of Suja Life Holdings, L.P. pursuant to the Exchange Agreement

(ii) the exchange of an LP Unit as set forth in Section 3(e) of ARTICLE FOUR hereof and in the Exchange Agreement

and the Partnership Agreement, and (iii) the transfer of an LP Unit by a holder of LP Units to “Permitted Transferees”

of such holder as defined in the Partnership Agreement. In the event that any outstanding shares of Class V Common Stock are sold,

exchanged, or otherwise transferred other than as provided in the foregoing clauses (i), (ii), and (iii) or such outstanding shares

of Class V Common Stock shall otherwise cease to be held by a holder of a corresponding number, based on the exchange rate then

in effect, of LP Units (including a transferee of a LP Unit) for any reason, such shares of Class V Common Stock shall upon such

sale, exchange, or other transfer, or upon ceasing to be held by such holder, automatically and without further action on the part of

the Corporation or any holder of Class V Common Stock be transferred to the Corporation for no consideration and thereupon shall

be automatically retired and cancelled and shall no longer be issued or outstanding and may not be reissued and shall return to the status

of authorized but unissued shares of Class V Common Stock. Certificates representing outstanding shares of Class V Common Stock

shall contain a legend referencing the restrictions of transfers set forth herein.

Article Five

Section 1.              Board

of Directors. Except as otherwise provided in this Certificate or the DGCL, the business and affairs of the Corporation shall be

managed by or under the direction of the Board.

Section 2.              Number

of Directors. Subject to any rights of the holders of any series of Preferred Stock then outstanding to elect additional directors

under specified circumstances or otherwise, the number of directors which shall constitute the Board shall be seven and, thereafter,

shall be fixed from time to time exclusively by resolution of the Board; provided that, before the Board Trigger Date (as defined herein),

the size of the Board may also be fixed by the holders of a majority of the voting power present or represented by proxy at a duly convened

meeting of stockholders or by a consent of stockholders in lieu of a meeting in accordance with Section 228 of the DGCL.

Section 3.              Classes

of Directors. The directors of the Corporation, other than those who may be elected by the holders of any series of Preferred Stock,

shall be divided into three classes, hereby designated Class I, Class II and Class III.

Section 4.              Election

and Term of Office. Subject to the rights of the holders of any series of Preferred Stock then outstanding and subject to Section 7

of this ARTICLE FIVE, the directors shall be elected by a plurality of the votes cast. The term of office of the initial Class I

directors shall expire at the first annual meeting of stockholders following the date the Class A Common Stock is first publicly

traded (the “IPO Date”), the term of office of the initial Class II directors shall expire at the second annual

meeting of stockholders after the IPO Date, and the term of office of the initial Class III directors shall expire at the third

annual meeting of the stockholders after the IPO Date. The Board may assign directors already in office to Class I, Class II,

and Class III. At each annual meeting of stockholders after the IPO Date, directors elected to replace those of a class whose terms

expire at such annual meeting shall be elected to hold office until the third succeeding annual meeting after their election and until

their respective successors shall have been duly elected and qualified. Each such director shall hold office until the annual meeting

of stockholders for the year in which such director’s term expires and a successor is duly elected and qualified or until his or

her earlier death, resignation, or removal. Nothing in this Certificate shall preclude a director from serving consecutive terms. Elections

of directors need not be by written ballot unless the Bylaws of the Corporation (as amended and/or restated, the “Bylaws”)

shall so provide.

Section 5.              Newly

Created Directorships and Vacancies. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly

created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from

death, resignation, disqualification, removal from office, or any other cause may be filled by the affirmative vote of the majority of

the remaining directors then in office, even if less than a quorum, or by a sole remaining director, and may not be filled in any other

manner; provided that, before the Board Trigger Date, vacant and newly created directorships may also be filled by a plurality vote of

the stockholders entitled to vote thereon at a duly convened meeting of stockholders or by a consent of a majority in voting power of

the stock entitled to vote thereon in accordance with Section 228 of the DGCL; and further provided that any vacancy or newly created

directorship relating to a director entitled to be nominated by the Principal Stockholder (as defined herein) pursuant to the Director

Designation Agreement dated on or about the IPO Date, as amended, restated, modified, and/or supplemented from time to time, a copy of

which is available from the Corporation upon request and without cost, may only be filled with the person nominated by the Principal

Stockholder. A director elected or appointed to fill a vacancy shall serve for the unexpired term of his or her predecessor in office

and until his or her successor is elected and qualified or until his or her earlier death, resignation, or removal. A director elected

or appointed to fill a position resulting from an increase in the number of directors shall hold office until the next election of the

class for which such director shall have been elected or appointed and until his or her successor is elected and qualified, or until

his or her earlier death, resignation, or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent

director.

Section 6.              Removal

and Resignation of Directors. Notwithstanding any other provision of this Certificate, (i) prior to the Board Trigger Date,

directors may be removed with or without cause upon the affirmative vote of stockholders representing at least a majority of the Voting

Stock (as defined herein) of the Corporation, voting together as a single class and (ii) on and after the Board Trigger Date, directors

may only be removed for cause and only upon the affirmative vote of stockholders representing at least 66 2/3%

of the voting power of the then outstanding shares of Voting Stock of the Corporation, voting together as a single class. Any director

may resign at any time upon notice in writing or by electronic transmission to the Corporation. “Board Trigger Date”

means the first date on which the Principal Stockholder and its Affiliated Companies (as defined herein) cease to beneficially own in

the aggregate (directly or indirectly) at least 40% of the outstanding shares of Class A Common Stock (determined assuming that

each LP Unit owned by holders other than the Corporation were exchanged for Class A Common Stock in accordance with the terms and

conditions of the Exchange Agreement and the Partnership Agreement, as applicable). “Principal Stockholder” means

Paine Schwartz Partners, LLC. “Affiliated Companies” means (a) in respect of the Principal Stockholder, any entity

that controls, is controlled by or is under common control with such Principal Stockholder (other than the Corporation and any entity

that is controlled by the Corporation) and any investment funds managed by such Principal Stockholder or any of its affiliates and (b) in

respect of the Corporation, any entity controlled by the Corporation. “Control” is defined in Section 4

of ARTICLE NINE.

Section 7.              Rights

of Holders of Preferred Stock. Notwithstanding the provisions of this ARTICLE FIVE, whenever the holders of one or more series

of Preferred Stock shall have the right, voting separately or together by series, to elect directors at an annual or special meeting

of stockholders, the election, term of office, filling of vacancies, and other features of such directorship shall be subject to the

rights of such series of Preferred Stock. During any period when the holders of any series of Preferred Stock, voting separately as a

series or together with one or more series, have the right to elect additional directors, then upon commencement and for the duration

of the period during which such right continues (i) the then otherwise total authorized number of directors of the Corporation shall

automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect

the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve

until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office

terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, resignation, disqualification,

or removal. Except as otherwise provided by the Board in the resolution or resolutions establishing such series, whenever the holders

of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions

of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies

resulting from the death, resignation, disqualification, or removal of such additional directors, shall forthwith terminate (in which

case each such director thereupon shall cease to be qualified as, and shall cease to be, a director), and the total authorized number

of directors of the Corporation shall automatically be reduced accordingly.

Section 8.              Advance

Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before

any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

Section 9.              Chair

of the Board. So long as the Principal Stockholder beneficially owns in the aggregate (directly or indirectly) at least 20% or more

of the Voting Stock of the Corporation, the Chair of the Board shall be designated solely by the Principal Stockholder.

Article Six

Section 1.              Limitation

of Liability.

(a)           To

the fullest extent permitted by the DGCL as it now exists or may hereafter be amended (but, in the case of any such amendment, only to

the extent such amendment permits the Corporation to provide broader exculpation than permitted prior thereto), no director or officer

of the Corporation shall be liable to the Corporation or its stockholders for monetary damages arising from a breach of fiduciary duty

as a director or officer.

(b)           Any

amendment, repeal, or modification of the foregoing paragraph shall not adversely affect any right or protection of a director or officer

of the Corporation existing at the time of such amendment, repeal, or modification, with respect to any act, omission, or other matter

occurring prior to such amendment, repeal, or modification. Solely for purposes of Sections 1(a) and 1(b) of

this ARTICLE SIX, “officer” has the meaning provided in Section 102(b)(7) of the DGCL.

Article Seven

Section 1.              Action

by Written Consent. Prior to the Board Trigger Date, any action which is required or permitted to be taken by the Corporation’s

stockholders may be taken without a meeting, without prior notice, and without a vote if a consent or consents in writing, setting forth

the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary

to authorize or take such action at a meeting at which all shares of the Corporation’s stock entitled to vote thereon were present

and voted. On and after the Board Trigger Date, any action required or permitted to be taken by the Corporation’s stockholders

may be taken only at a duly called annual or special meeting of the Corporation’s stockholders and the power of stockholders to

act by consent in writing without a meeting is specifically denied; provided, however, that any action required or permitted to be taken

by the holders of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be

taken without a meeting, without prior notice, and without a vote, to the extent expressly so provided in the resolutions creating such

series of Preferred Stock.

Section 2.              Special

Meetings of Stockholders. Subject to the rights of the holders of any series of Preferred Stock then outstanding and to the requirements

of applicable law, special meetings of stockholders of the Corporation may be called only (i) by or at the direction of the Board

or the Chair of the Board pursuant to a written resolution adopted by the affirmative vote of the majority of the total number of directors

that the Corporation would have if there were no vacancies, or (ii) prior to the first date (the “Special Meeting Trigger

Date”) on which the Principal Stockholder and its Affiliated Companies cease to beneficially own in the aggregate (directly

or indirectly) at least 30% of the voting power of the then outstanding Voting Stock, by the Chair of the Board at the request of the

Principal Stockholder in the manner provided for in the Bylaws. Any business transacted at any special meeting of stockholders shall

be limited to the purpose or purposes stated in the notice of the meeting.

Article Eight

Section 1.              Certain

Acknowledgments. It is hereby acknowledged that:

(a)           (i) certain

of the directors, partners, principals, officers, members, managers, employees, operating partners, and/or contractors of the Principal

Stockholder or its Affiliated Companies may serve as directors or officers of the Corporation, (ii) the Principal Stockholder and

its Affiliated Companies engage and may continue to engage in the same or similar activities or related lines of business as those in

which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in

which the Corporation, directly or indirectly, may engage, and (iii) the Corporation and its Affiliated Companies may engage in

material business transactions with the Principal Stockholder and its Affiliated Companies, and the Corporation is expected to benefit

therefrom;

(b)           the

provisions of this ARTICLE EIGHT are set forth to regulate to the fullest extent permitted by law certain affairs of the Corporation

as they may involve the Principal Stockholder and/or its Affiliated Companies and/or their respective directors, partners, principals,

officers, members, managers, employees, operating partners, and/or contractors, including any of the foregoing who serve as officers

or directors of the Corporation (the Principal Stockholder and/or its Affiliated Companies and all such other persons each an “Exempt

Person” and collectively, the “Exempt Persons”); and

ARTICLE EIGHT constitutes the renunciation of corporate opportunities pursuant to Section 122(17) of the DGCL, which authorizes

a corporation to renounce specified classes and categories of business opportunities.

Section 2.              Renunciation

of Corporate Opportunities. To the fullest extent permitted by the DGCL, but subject to Section 3 of this ARTICLE EIGHT,

the Corporation hereby renounces any interest or expectancy in, or being offered an opportunity to participate in, any and all business

opportunities: (a) originated or acquired by an Exempt Person; (b) in which the Exempt Person has an interest; or (c) that

is received from any person or entity by an Exempt Person. The business opportunities renounced under this paragraph include any actual

or potential investment or business opportunity or prospective economic advantage in which the Corporation could, but for this paragraph,

have an interest or expectancy (including, without limitation, acquisitions, dispositions, business combinations, financings, or investment

opportunities), whether or not such opportunities are in the same or similar lines of business in which the Corporation is engaged or

intends to engage.

Section 3.              Excluded

Opportunities. Notwithstanding the foregoing provisions of this ARTICLE EIGHT, but subject to Section 4 of this

ARTICLE EIGHT, the Corporation does not renounce any interest or expectancy it may have in any business opportunity that is (a) expressly

offered to a person solely in his or her capacity as a director or officer of the Corporation, and not in any other capacity; (b) offered

to, or acquired by, a person while he or she is a full-time employee of the Corporation; or (c) that has been developed using the

confidential information of the Corporation or any of its subsidiaries.

Section 4.              Certain

Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this ARTICLE EIGHT,

a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity the Corporation is not financially

able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation’s

business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy.

Section 5.              Amendment

of this Article. Notwithstanding anything to the contrary elsewhere contained in this Certificate, subject to the rights of the holders

of any series of Preferred Stock then outstanding, and in addition to any vote required by applicable law, the affirmative vote of the

Principal Stockholder, so long as the Principal Stockholder and/or its Affiliated Companies continue to beneficially own any outstanding

shares of Voting Stock of the Corporation, shall be required to alter, amend, or repeal, or to adopt any provision inconsistent with,

this ARTICLE EIGHT; provided, however, that, to the fullest extent permitted by law, neither the alteration, amendment, or repeal

of this ARTICLE EIGHT nor the adoption of any provision of this Certificate inconsistent with this ARTICLE EIGHT shall apply

to or have any effect on the liability or alleged liability of any Exempt Person for or with respect to any activities or opportunities

which such Exempt Person becomes aware of prior to such alteration, amendment, repeal, or adoption.

Section 6.              Deemed

Notice. Any person or entity purchasing or otherwise acquiring or holding any interest in any shares of the Corporation shall be

deemed to have notice of and to have consented to the provisions of this ARTICLE EIGHT.

Article Nine

Section 1.              Section 203

of the DGCL. The Corporation expressly elects not to be subject to the provisions of Section 203 of the DGCL.

Section 2.              Business

Combinations with Interested Stockholders. Notwithstanding any other provision in this Certificate to the contrary, the Corporation

shall not engage in any Business Combination (as defined herein), at any point in time at which the Common Stock is registered under

Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with

any Interested Stockholder (as defined herein) for a period of three years following the time that such stockholder became an Interested

Stockholder, unless:

(a)           prior

to such time the Board approved either the Business Combination or the transaction which resulted in such stockholder becoming an Interested

Stockholder;

(b)           upon

consummation of the transaction which resulted in such stockholder becoming an Interested Stockholder, such stockholder owned at least

85% of the Voting Stock of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the

Voting Stock outstanding (but not the outstanding Voting Stock owned by such Interested Stockholder) those shares owned (i) by Persons

(as defined herein) who are directors and also officers of the Corporation, and (ii) employee stock plans of the Corporation in

which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered

in a tender or exchange offer; or

or subsequent to such time, the Business Combination is approved by the Board and authorized at an annual or special meeting of stockholders,

and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding Voting Stock which

is not owned by such Interested Stockholder.

Section 3.              Exceptions

to Prohibition on Interested Stockholder Transactions. The restrictions contained in this ARTICLE NINE shall not apply if:

(a)           a

stockholder becomes an Interested Stockholder inadvertently and (i) as soon as practicable divests itself of ownership of sufficient

shares so that the stockholder ceases to be an Interested Stockholder, and (ii) would not, at any time within the three-year period

immediately prior to a Business Combination between the Corporation and such stockholder, have been an Interested Stockholder but for

the inadvertent acquisition of ownership; or

(b)           the

Business Combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement

or the notice required hereunder of a proposed transaction which (i) constitutes one of the transactions described in the second

sentence of this Section 3(b) of ARTICLE NINE, (ii) is with or by a Person who either was not an Interested

Stockholder during the previous three years or who became an Interested Stockholder with the approval of the Board, and (iii) is

approved or not opposed by a majority of the directors then in office (but not less than one) who were directors prior to any Person

becoming an Interested Stockholder during the previous three years or were recommended for election or elected to succeed such directors

by a majority of such directors. The proposed transactions referred to in the preceding sentence are limited to: (x) a merger or

consolidation of the Corporation (except for a merger in respect of which, pursuant to Section 251(f) of the DGCL, no vote

of the stockholders of the Corporation is required); (y) a sale, lease, exchange, mortgage, pledge, transfer, or other disposition

(in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of the Corporation or of any

direct or indirect majority-owned subsidiary of the Corporation (other than to any direct or indirect wholly owned subsidiary or to the

Corporation) having an aggregate market value equal to 50% or more of either that aggregate market value of all of the assets of the

Corporation determined on a consolidated basis or the aggregate market value of all the outstanding Stock (as defined herein) of the

Corporation; or (z) a proposed tender or exchange offer for 50% or more of the outstanding Voting Stock of the Corporation. The

Corporation shall give not less than 20 days’ notice to all Interested Stockholders prior to the consummation of any of the transactions

described in clause (x) or (y) of the second sentence of this Section 3(b) of ARTICLE NINE.

Section 4.              Definitions.

As used in this ARTICLE NINE only, and unless otherwise provided by the express terms of this ARTICLE NINE, the following terms

shall have the meanings ascribed to them as set forth in this Section 4 of ARTICLE NINE and, to the extent such terms

are defined elsewhere in this Certificate, such definitions shall not apply to this ARTICLE NINE:

(a)           “Affiliate”

means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control

with, another Person;

(b)           “Associate,”

when used to indicate a relationship with any Person, means (i) any corporation, partnership, unincorporated association, or other

entity of which such Person is a director, officer, or general partner or is, directly or indirectly, the owner of 20% or more of any

class of Voting Stock, (ii) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which

such Person serves as trustee or in a similar fiduciary capacity, and (iii) any relative or spouse of such Person, or any relative

of such spouse, who has the same residence as such Person;

Combination” means:

(i)            any

merger or consolidation of the Corporation (other than a merger effected pursuant to Sections 253 or 267 of the DGCL) or any direct or

indirect majority-owned subsidiary of the Corporation with (A) the Interested Stockholder, or (B) any other corporation, partnership,

unincorporated association, or entity if the merger or consolidation is caused by the Interested Stockholder and as a result of such

merger or consolidation Section 2 of this ARTICLE NINE is not applicable to the surviving entity;

(ii)           any

sale, lease, exchange, mortgage, pledge, transfer, or other disposition (in one transaction or a series of transactions), except proportionately

as a stockholder of the Corporation, to or with the Interested Stockholder, whether as part of a dissolution or otherwise, of assets

of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value

equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or

the aggregate market value of all the outstanding Stock of the Corporation;

(iii)          any

transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the

Corporation of any Stock of the Corporation or of such subsidiary to the Interested Stockholder, except (A) pursuant to the exercise,

exchange, or conversion of securities exercisable for, exchangeable for, or convertible into Stock of the Corporation or any such subsidiary

which securities were outstanding prior to the time that the Interested Stockholder became such; (B) pursuant to an exchange of

LP Units into Class A Common Stock, to the extent provided in the Exchange Agreement and the Partnership Agreement, (C) pursuant

to a merger under Sections 251(g), 253 or 267 of the DGCL, (D) pursuant to a dividend or distribution paid or made, or the exercise,

exchange, or conversion of securities exercisable for, exchangeable for, or convertible into Stock of the Corporation or any such subsidiary

which security is distributed, pro rata to all holders of a class or series of Stock of the Corporation subsequent to the time the Interested

Stockholder became such, (E) pursuant to an exchange offer by the Corporation to purchase Stock made on the same terms to all holders

of such Stock, or (F) any issuance or transfer of Stock by the Corporation; provided, however, that in no case under items (D)-(F) of

this Section 4(c)(iii) of ARTICLE NINE shall there be an increase in the Interested Stockholder’s proportionate

share of the Stock of any class or series of the Corporation or of the Voting Stock of the Corporation;

(iv)          any

transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly

or indirectly, of increasing the proportionate share of the Stock of any class or series, or securities convertible into the Stock of

any class or series, of the Corporation or of any such subsidiary which is owned by the Interested Stockholder, except as a result of

immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of Stock not caused,

directly or indirectly, by the Interested Stockholder; or

(v)           any

receipt by the Interested Stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation),

of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in Sections 4(c)(i)-(iv) of

ARTICLE NINE) provided by or through the Corporation or any direct or indirect majority-owned subsidiary of the Corporation;

(d)           “control,”

including the terms “controlling,” “controlled by” and “under common control with,”

means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person,

whether through the ownership of Voting Stock, by contract or otherwise. A Person who is the owner of 20% or more of the outstanding

Voting Stock of any corporation, partnership, unincorporated association, or other entity shall be presumed to have control of such entity,

in the absence of proof by a preponderance of the evidence to the contrary; notwithstanding the foregoing, a presumption of control shall

not apply where such Person holds Voting Stock, in good faith and not for the purpose of circumventing this ARTICLE NINE, as an

agent, bank, broker, nominee, custodian, or trustee for one or more owners who do not individually or as a group (as such term is used

in Rule 13d-5 under the Exchange Act (“Rule 13d-5”), as such Rule 13d-5 is in effect as of the date

of this Certificate) have control of such entity;

(e)           “Interested

Stockholder” means any Person (other than the Corporation and any direct or indirect majority-owned subsidiary of the Corporation)

that (i) is the owner of 15% or more of the outstanding Voting Stock of the Corporation, or (ii) is an Affiliate or Associate

of the Corporation and was the owner of 15% or more of the outstanding Voting Stock of the Corporation at any time within the three-year

period immediately prior to the date on which it is sought to be determined whether such Person is an Interested Stockholder, and the

Affiliates and Associates of such Person. Notwithstanding anything in this ARTICLE NINE to the contrary, the term “Interested

Stockholder” shall not include: (x) the Principal Stockholder or any of its Affiliated Companies, or any other Person with

whom any of the foregoing are acting as a group or in concert for the purpose of acquiring, holding, voting, or disposing of shares of

Stock of the Corporation; (y) any Person who would otherwise be an Interested Stockholder either in connection with or because of

a transfer, sale, assignment, conveyance, hypothecation, encumbrance, or other disposition of 5% or more of the outstanding Voting Stock

of the Corporation (in one transaction or a series of transactions) by the Principal Stockholder or any of its Affiliates or Associates

to such Person; provided, however, that such Person was not an Interested Stockholder prior to such transfer, sale, assignment, conveyance,

hypothecation, encumbrance, or other disposition; or (z) any Person whose ownership of shares in excess of the 15% limitation set

forth herein is the result of action taken solely by the Corporation; provided that, for purposes of this clause (z) only, such

Person shall be an Interested Stockholder if thereafter such Person acquires additional shares of Voting Stock of the Corporation, except

as a result of further action by the Corporation not caused, directly or indirectly, by such Person; provided, that, for the purpose

of determining whether a Person is an Interested Stockholder, the Voting Stock of the Corporation deemed to be outstanding shall include

Stock deemed to be owned by the Person through application of this definition of “owned” but shall not include any other

unissued Stock of the Corporation which may be issuable pursuant to any agreement, arrangement, or understanding, or upon exercise of

conversion rights, warrants, or options, or otherwise;

(f)            “Owner,”

including the terms “own” and “owned,” when used with respect to any Stock, means a Person that

individually or with or through any of its Affiliates or Associates beneficially owns such Stock, directly or indirectly; or has (A) the

right to acquire such Stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement,

arrangement, or understanding, or upon the exercise of conversion rights, exchange rights, warrants, or options, or otherwise; provided,

however, that a Person shall not be deemed the owner of Stock tendered pursuant to a tender or exchange offer made by such Person or

any of such Person’s Affiliates or Associates until such tendered Stock is accepted for purchase or exchange, (B) the right

to vote such Stock pursuant to any agreement, arrangement, or understanding; provided, however, that a Person shall not be deemed the

owner of any Stock because of such Person’s right to vote such Stock if the agreement, arrangement, or understanding to vote such

Stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more Persons,

or (C) has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting (except voting pursuant to

a revocable proxy or consent as described in clause (B) of this Section 4(f) of ARTICLE NINE), or disposing

of such Stock with any other Person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly,

such Stock;

(g)           “Person”

means any individual, corporation, partnership, unincorporated association, or other entity;

(h)           “Stock”

means, with respect to any corporation, any capital stock of such corporation and, with respect to any other entity, any equity interest

of such entity; and

(i)            “Voting

Stock” means, with respect to any corporation, Stock of any class or series entitled to vote generally in the election of directors,

and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing

body of such entity. Every reference to a percentage of Voting Stock shall refer to such percentage of the votes of such Voting Stock.

Article Ten

Section 1.              Amendments

to the Bylaws. Subject to the rights of holders of any series of Preferred Stock then outstanding, in furtherance and not in limitation

of the powers conferred by law, prior to the Special Meeting Trigger Date, the Bylaws may be amended, altered, rescinded, or repealed,

in whole or in part, and new bylaws may be adopted by (i) the Board, or (ii) in addition to any vote of the holders of any

class or series of capital stock of the Corporation required herein (including pursuant to any certificate of designation relating to

any series of Preferred Stock) and any other vote otherwise required by applicable law or the Bylaws, the affirmative vote of the holders

of at least a majority of the voting power of all of the then outstanding shares of Voting Stock of the Corporation, voting together

as a single class. On and after the Special Meeting Trigger Date, the Bylaws may be amended, altered, rescinded, or repealed, in whole

or in part, and new bylaws may be adopted by (i) the Board, or (ii) in addition to any vote of the holders of any class or

series of capital stock of the Corporation required herein (including pursuant to any certificate of designation relating to any series

of Preferred Stock), and any other vote otherwise required by applicable law or the Bylaws, the affirmative vote of the holders of at

least 66 2/3% of the voting power of the then outstanding Voting Stock of the Corporation, voting together

as a single class.

Section 2.              Amendments

to this Certificate. Subject to the rights of holders of any series of Preferred Stock then outstanding, and in addition to any other

vote required by law or this Certificate, no provision of ARTICLE FIVE, ARTICLE SIX, ARTICLE SEVEN, ARTICLE NINE,

ARTICLE TEN, or ARTICLE ELEVEN of this Certificate may be altered, amended, or repealed in any respect, nor may any provision

of this Certificate or the Bylaws inconsistent therewith be adopted, unless (i) prior to the Special Meeting Trigger Date, such

alteration, amendment, repeal, or adoption is approved by the affirmative vote of the holders of a majority of the voting power of all

outstanding shares of Voting Stock of the Corporation, voting together as a single class, and (ii) on and after the Special Meeting

Trigger Date, such alteration, amendment, repeal, or adoption is approved by the affirmative vote of holders of at least 66 2/3%

of the voting power of all outstanding shares of Voting Stock of the Corporation, voting together as a single class.

Article Eleven

Section 1.              Exclusive

Forum. Unless this Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of

Delaware (or, if the Court of Chancery does not have jurisdiction, the state or federal court located in the State of Delaware with jurisdiction)

shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought

on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director,

officer, employee, or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action

asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery

of the State of Delaware, the Certificate or the Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine;

provided that, for the avoidance of doubt, this provision, including for any “derivative action,” will not apply to

suits to enforce a duty or liability created by the Securities Act of 1933, as amended (the “Securities Act”), the

Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. Unless this Corporation consents in writing

to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution

of any complaint asserting a cause of action arising under the Securities Act.

Section 2.              Notice.

Any Person purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation (including, without

limitation, shares of Common Stock) shall be deemed to have notice of and to have consented to the provisions of this ARTICLE ELEVEN.

Article Twelve

If any provision or provisions

of this Certificate shall be held to be invalid, illegal, or unenforceable as applied to any circumstance for any reason whatsoever,

the validity, legality, and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate

(including, without limitation, each portion of any paragraph of this Certificate containing any such provision held to be invalid, illegal,

or unenforceable that is not itself held to be invalid, illegal, or unenforceable) shall not, to the fullest extent permitted by applicable

law, in any way be affected or impaired thereby.

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: tm2530822d27_ex3-2.htm · Sequence: 4

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

SUJA LIFE, INC.

A Delaware corporation

(Adopted as of May 7, 2026)

Article I

OFFICES

Section 1.              Offices.

Suja Life, Inc. (the “Corporation”) may have an office or offices other than its registered office at such place

or places, either within or outside the State of Delaware, as the Board of Directors of the Corporation (the “Board”)

may from time to time determine or the business of the Corporation may require. The registered office of the Corporation in the State

of Delaware shall be as stated in the Corporation’s certificate of incorporation as then in effect (as amended, restated, modified,

and/or supplemented from time to time, including by any certificate of designation relating to any series of preferred stock, the “Certificate

of Incorporation”).

Article II

MEETINGS OF STOCKHOLDERS

Section 1.              Place

of Meetings. The Board may designate a place, if any, either within or outside the State of Delaware, as the place of meeting for

any annual meeting or for any special meeting of stockholders. The Board may, in its sole discretion, determine that meetings of stockholders

shall not be held at any place, but may in addition to or instead be held solely by means of remote communication (including virtually)

in accordance with Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.              Annual

Meeting. An annual meeting of the stockholders shall be held at such date and time as is specified by resolution of the Board. At

the annual meeting, stockholders shall elect directors to succeed those whose terms expire at such annual meeting and transact such other

business as properly may be brought before the annual meeting pursuant to Section 11 of this ARTICLE II of these amended

and restated bylaws (as amended, restated, modified, and/or supplemented from time to time, these “Bylaws”). The Board

may postpone, reschedule, or cancel any annual meeting of stockholders previously scheduled by the Board.

Section 3.              Special

Meetings. Special meetings of the stockholders may only be called in the manner provided in the Certificate of Incorporation and

may be held at such place, if any, either within or without the State of Delaware, and at such time and date as the Board or the Chair

of the Board (the “Chair”) or the Chief Executive Officer of the Corporation (the “CEO”) shall

determine and state in the notice of such meeting. Business transacted at any special meeting of stockholders shall be limited to the

purposes stated in the notice. The Board may postpone, reschedule, or cancel any special meeting of stockholders previously scheduled

by the Board; provided that prior to the Special Meeting Trigger Date (as defined in the Certificate of Incorporation), any special meeting

called at the request of the Principal Stockholder (as defined herein) or any Principal Stockholder Affiliate (as defined herein) may

not be postponed, rescheduled, or canceled without the consent of the Principal Stockholder or such Principal Stockholder Affiliate,

as the case may be, at whose request the meeting was originally called.

Section 4.              Notice

of Meetings. Whenever stockholders are required or permitted to take action at a meeting, notice of the meeting, which shall state

the place, if any, date, and time of the meeting of the stockholders, the means of remote communications, if any, by which stockholders

and proxyholders not physically present may be deemed to be present in person and vote at such meeting, the record date for determining

the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled

to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given,

not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each stockholder entitled to vote at such

meeting as of the record date for determining the stockholders entitled to notice of the meeting, except as otherwise provided herein

or required by law (meaning, here and hereinafter, as required from time to time by the DGCL) or the Certificate of Incorporation.

(a)            Form of

Notice. All such notices shall be delivered in writing or by electronic transmission in the manner provided in Section 232 of

the DGCL, or in any other manner permitted by the DGCL. If mailed, such notice shall be deemed given when deposited in the United States

mail, postage prepaid, addressed to the stockholder at his, her, or its address as the same appears on the records of the Corporation.

If delivered by courier service, notice shall be deemed given at the earlier of when the notice is received or left at such stockholder’s

address as the same appears on the records of the Corporation. If given by electronic mail, notice shall be deemed given when directed

to such stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing or by electronic transmission

of an objection to receiving notice by electronic mail or such notice is prohibited by the DGCL. Notice to stockholders may also be given

by other forms of electronic transmission consented to by the stockholder. If given by facsimile telecommunication, such notice shall

be deemed given when directed to a number at which the stockholder has consented to receive notice by facsimile. If given by a posting

on an electronic network together with separate notice to the stockholder of such specific posting, such notice shall be deemed given

upon the later of: (A) such posting; and (B) the giving of such separate notice. If notice is given by any other form of electronic

transmission, such notice shall be deemed given when directed to the stockholder. An affidavit of the secretary of the Corporation (the

“Secretary”) or an assistant secretary of the Corporation (the “Assistant Secretary”), the transfer

agent of the Corporation (the “Transfer Agent”), or any other officer, assistant officer, or agent of the Corporation

that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(b)           Waiver

of Notice. Whenever notice is required to be given under any provisions of the DGCL, the Certificate of Incorporation, or these Bylaws,

a written waiver thereof, signed by the stockholder entitled to notice, or a waiver by electronic transmission given by the stockholder

entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Neither the business to be

transacted at, nor the purpose of, any meeting of the stockholders of the Corporation need be specified in any waiver of notice of such

meeting. Attendance of a stockholder of the Corporation at a meeting of such stockholders shall constitute a waiver of notice of such

meeting, except when the stockholder attends for the express purpose of objecting at the beginning of the meeting to the transaction

of any business because the meeting is not lawfully called or convened and does not further participate in the meeting.

Section 5.              List

of Stockholders. The Corporation shall prepare, no later than the tenth day before each meeting of stockholders, a complete list

of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled

to vote is less than ten days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before

the meeting date, arranged in alphabetical order and showing the address of each such stockholder and the number of shares registered

in the name of each such stockholder. Nothing contained in this section shall require the Corporation to include electronic mail addresses

or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane

to the meeting for a period of ten days prior to the meeting date: (A) on a reasonably accessible electronic network, provided that

the information required to gain access to such list is provided with the notice of the meeting; or (B) during ordinary business

hours, at the principal place of business of the Corporation. In the event the Corporation determines to make the list available on an

electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the

Corporation. Except as otherwise provided by law, the list shall be the only evidence as to who are the stockholders entitled to examine

the list of stockholders required by this Section 5 or to vote in person or by proxy at any meeting of stockholders.

Section 6.              Quorum.

The holders of a majority in voting power of the outstanding capital stock entitled to vote at the meeting, present in person or represented

by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, by the Certificate of Incorporation

or these Bylaws. If a quorum is not present, the chair of the meeting or the holders of a majority of the voting power present in person

or represented by proxy at the meeting and entitled to vote thereon may adjourn the meeting to another time and/or place from time to

time until a quorum shall be present in person or represented by proxy. When a specified item of business requires a vote by a class

or series (if the Corporation shall then have outstanding shares of more than one class or series) voting as a separate class or series,

the holders of a majority in voting power of the outstanding stock of such class or series shall constitute a quorum (as to such class

or series) for the transaction of such item of business. A quorum once established at a meeting shall not be broken by the withdrawal

of enough votes to leave less than a quorum.

Section 7.              Adjourned

Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place.

When a meeting is adjourned to another time or place (including an adjournment taken to address a technical failure to convene or continue

a meeting using remote communication), notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the

means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such

adjourned meeting are (i) announced at the meeting at which the adjournment is taken, (ii) displayed, during the time scheduled

for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means

of remote communication or (iii) set forth in the notice of meeting given in accordance with these Bylaws. At the adjourned meeting,

the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than

30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the

adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix a new record

date for notice of such adjourned meeting in accordance with these Bylaws, and shall give notice of the adjourned meeting to each stockholder

of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 8.              Vote

Required. Subject to the rights of the holders of any series of preferred stock then-outstanding, when a quorum has been established,

all matters other than the election of directors shall be determined by the affirmative vote of the majority of voting power of capital

stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter, unless by express provisions

of the DGCL or other applicable law, the rules of any stock exchange upon which the Corporation’s securities are listed, any

regulation applicable to the Corporation or its securities, the Certificate of Incorporation, or these Bylaws a minimum or different

vote is required, in which case such minimum or different vote shall be the required vote for such matter. Except as otherwise provided

in the Certificate of Incorporation, directors shall be elected by a plurality of the votes cast.

Section 9.              Voting

Rights. Subject to the rights of the holders of any series of preferred stock then-outstanding, except as otherwise provided by the

DGCL or the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote

in person or by proxy for each share of capital stock held by such stockholder which has voting power upon the matter in question. Voting

at meetings of stockholders need not be by written ballot.

Section 10.            Proxies.

Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action without a meeting may authorize

another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from

its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable

and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable

regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

Section 11.            Advance

Notice of Stockholder Business and Director Nominations.

(a)           Nominations

of Directors and Other Business at Annual Meetings of Stockholders.

(i)            Only

such business, including nominations of persons for election to the Board, shall be conducted at an annual meeting of the stockholders

as shall have been brought before the meeting: (A) as specified in the notice of meeting (or any supplement thereto) given by or

at the direction of the Board or any duly authorized committee thereof; (B) by or at the direction of the Board or any duly authorized

committee thereof; or (C) by any stockholder of the Corporation who (1) was a stockholder of record at the time of giving of

notice provided for in Section 11(a)(iii) of this ARTICLE II, on the record date for determination of stockholders

of the Corporation entitled to vote at the meeting, and at the time of the annual meeting, (2) at the time of the meeting, is entitled

to vote at the meeting, and (3) complies with the notice procedures set forth in Section 11(a) of this ARTICLE II.

For the avoidance of doubt, the foregoing clause (C) of this Section 11(a)(i) of ARTICLE II shall be the exclusive

means for a stockholder to make nominations or propose such business before an annual meeting of stockholders. Notwithstanding the foregoing

or any other provisions in this Section 11 to the contrary, at any time prior to the date that Paine Schwartz Partners, LLC

(the “Principal Stockholder”) and any entity that controls, is controlled by, or under common control with the Principal

Stockholder (other than the Corporation and any entity that is controlled by the Corporation), and any investment vehicles or funds managed

or controlled, directly or indirectly, by or otherwise affiliated with the Principal Stockholder (the “Principal Stockholder

Affiliates”) cease to beneficially own in the aggregate (directly or indirectly) at least 10% of the voting power of the then

outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors (the “Advance

Notice Trigger Date”), none of the notice, information, or compliance requirements of this Section 11 shall apply

to any nominations or business brought before any annual or special meeting of stockholders by the Principal Stockholder or Principal

Stockholder Affiliates, and such nominations or business shall be deemed properly brought before such meeting.

(ii)           For

nominations or other business to be properly brought before an annual meeting by a stockholder (any such stockholder of record, as required

by Section 11(a)(i) of this ARTICLE II, proposing business or nominating persons for election to the Board at a

meeting of stockholders, the “Noticing Stockholder”), the Noticing Stockholder must have given timely notice thereof

in proper written form as described in Section 11(a)(iii) of this ARTICLE II to the Secretary; any such proposed

business other than nominations of persons for election to the Board must be a proper matter for stockholder action; and the Noticing

Stockholder and any other stockholder, if any, on whose behalf the business is being proposed or the nomination is being made (collectively

with the Noticing Stockholder, the “Holders” and each a “Holder”) must have acted in accordance

with the representations set forth in the Solicitation Statement (as defined in Section 11(a)(iii) of this ARTICLE II)

required by these Bylaws and otherwise complied with the requirements with respect to such nominations or business set forth in this

ARTICLE II of these Bylaws. To be timely, a stockholder’s notice for such nominations or other business must be delivered

to and received by the Secretary at the principal executive offices of the Corporation in proper written form not less than 90 days and

not more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders (which date shall,

for purposes of the Corporation’s first annual meeting of stockholders after its shares of Class A common stock, par value

$0.0001 per share (the “Class A Common Stock”), are first publicly traded, be deemed to have occurred on May 6,

2026); provided, however, that if and only if the annual meeting is not scheduled to be held within a period that commences 30 days before

such anniversary date and ends 70 days after such anniversary date, or if no annual meeting was held in the preceding year (other than

for purposes of the Corporation’s first annual meeting of stockholders after its shares of Class A Common Stock are first

publicly traded), such stockholder’s notice must be delivered not earlier than the 120th day prior to the date of such annual meeting

and by the later of: (A) the 10th day following the day the Public Announcement (as defined in Section 11(i) of

this ARTICLE II) of the date of the annual meeting is first made; or (B) the date which is 90 days prior to the date of the

annual meeting. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time

period (or extend any time period) for the giving of a stockholder’s notice as described above. Notices delivered pursuant to Section 11(a) of

this ARTICLE II will be deemed received on any given day only if received prior to the Close of Business (as defined in Section 11(i) of

this ARTICLE II) on such day (and otherwise shall be deemed received on the next succeeding Business Day (as defined in Section 11(i) of

this ARTICLE II)). The number of nominees a stockholder may nominate for election at the annual meeting on its own behalf (or in

the case of one or more stockholders giving the notice on behalf of a beneficial owner, the number of nominees such stockholders may

collectively nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors

to be elected at such annual meeting.

(iii)          To

be in proper written form, a Noticing Stockholder’s notice to the Secretary must set forth:

(A)          as

to any business that the Noticing Stockholder (as defined below) proposes to bring before the meeting:

(1)           a

brief description of the business desired to be brought before the meeting;

(2)           the

reasons for conducting such business at the meeting;

(3)           a

description of any direct or indirect material interest of any Holder or Stockholder Associated Person of such Holder in such business

(whether by holdings of securities, or by virtue of being a creditor or contractual counterparty of the Corporation or of a third party,

or otherwise);

(4)           the

text of the proposal or business (including the specific text of any resolutions or actions proposed for consideration and if such business

includes a proposal to amend these Bylaws, the specific language of the proposed amendment), which business must be a proper subject

for stockholder action; and

(5)           a

description of all agreements, arrangements, and understandings between each Holder and any Stockholder Associated Person of such Holder

and any other person or persons (including their names) in connection with the proposal of such business by the Noticing Stockholder;

(B)          as

to each Holder:

(1)           the

name, age, citizenship, and address of the Noticing Stockholder, as they appear on the Corporation’s books, and, if different from

the Corporation’s books, the name and address of the Noticing Stockholder;

(2)           the

name, age, citizenship, and address of such Holder and each Stockholder Associated Person of such Holder;

(3)           as

of the date of the notice (which information, for the avoidance of doubt, shall be updated and supplemented pursuant to Section 11(d)):

a.             the

class or series and number of shares of stock of the Corporation which are directly or indirectly held of record or beneficially owned

by such Holder and each Stockholder Associated Person of such Holder (provided that, for the purposes of this Section 11(a)(iii)(B)(3),

any such person shall in all events be deemed to beneficially own any shares of stock of the Corporation as to which such person has

a right to acquire beneficial ownership at any time in the future (whether such right is exercisable immediately or only after the passage

of time or the fulfillment of a condition or both));

b.            a

description of all agreements, arrangements, or understandings between such Holder and each Stockholder Associated Person of such Holder,

on the one hand, and any other person or persons (naming such person or persons), on the other hand, in connection with such proposal

of business and/or nomination, excluding engagements with financial, legal, strategic or other advisors in the ordinary course of business;

c.             a

description of any Derivative Instrument (as defined in Section 11(i) of this ARTICLE II) directly or indirectly

held or beneficially held by such Holder and any Stockholder Associated Person of such Holder;

d.            whether

and to the extent to which a Hedging Transaction (as defined in Section 11(i) of this ARTICLE II) has been entered

into by or on behalf of such Holder or any Stockholder Associated Person of such Holder;

e.             a

description of any proxy, contract, arrangement, understanding, or relationship (other than a revocable proxy given in response to a

public proxy solicitation made pursuant to, and in accordance with, the Securities Exchange Act of 1934, as amended (the “Exchange

Act”)), pursuant to which each Holder and any Stockholder Associated Person of such Holder has any right to vote or has granted

a right to vote any shares of stock or any other security of the Corporation;

f.             a

description of any agreement, arrangement, or understanding with respect to any rights to dividends or payments in lieu of dividends

on the shares of the Corporation owned beneficially by each Holder or any Stockholder Associated Person of such Holder that are separated

or separable pursuant to such agreement, arraignment, or understanding from the underlying shares of stock or other security of the Corporation;

g.            any

direct or indirect legal, economic, or financial interest (including Short Interest) of each Holder and each Stockholder Associated Person,

if any, of such Holder in the outcome of any (x) vote to be taken at any annual or special meeting of stockholders of the Corporation

or (y) any meeting of stockholders of any other entity with respect to any matter that is related, directly or indirectly, to any

nomination or business proposed by any Holder under these Bylaws; and

h.            any

material pending or threatened action, suit, or proceeding (whether civil, criminal, investigative, administrative, or otherwise) in

which any Holder or any Stockholder Associated Person of such Holder is, or is reasonably expected to be made, a party or material participant

involving the Corporation or any of its officers, directors, or employees, or any Affiliate of the Corporation, or any officer, director,

or employee of such Affiliate (the information required by this subclause (3) shall be referred to as the “Specified Information”);

provided, however, that the Specified Information shall not include any such disclosures with respect to the ordinary course business

activities of any broker, dealer, commercial bank, trust company, or other nominee who otherwise would be required to disclose Specified

Information hereunder solely as a result of being the stockholder directed to prepare and submit the notice required by this Section 11(a) on

behalf of a beneficial owner;

(4)           a

representation by the Noticing Stockholder that such stockholder is a stockholder of record of the Corporation entitled to vote at such

meeting on the nominations or other business proposed, that the Noticing Stockholder will continue to be a stockholder of record of the

Corporation entitled to vote at such meeting on the matter proposed through the date of such meeting and that such Noticing Stockholder

intends to appear in person or by proxy at such meeting to make such nominations or propose such business;

(5)           all

information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant

to Rule 13d-2(a) if such a statement were required to be filed under the Exchange Act and the rules and regulations promulgated

thereunder by each Holder and each Stockholder Associated Person, if any, of such Holder;

(6)           any

other information relating to each Holder and each Stockholder Associated Person, if any, of such Holder that would be required to be

disclosed in a proxy statement and form of proxy or other filings required to be made in connection with solicitations of proxies for,

as applicable, the proposal pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;

(7)           a

representation by the Noticing Stockholder as to whether any Holder and/or any Stockholder Associated Person of such Holder intends or

is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of

the Corporation’s outstanding capital stock required to elect the proposed nominee or approve or adopt the other business being

proposed and/or (y) otherwise to solicit proxies or votes from stockholders in support of such nomination or other business (such

representation, a “Solicitation Statement”);

(8)           in

connection with a nomination for any persons for election as director, a representation by the Noticing Stockholder whether any Holder

intends, or is part of a group which intends, (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage

of the Corporation’s outstanding shares of capital stock required to approve or adopt the proposal or elect the nominee and/or

(y) otherwise to solicit proxies or votes from stockholders in support of such proposal or nomination; and, if applicable, (z) to

solicit proxies in support of any proposed nominee in accordance with Rule 14a-19 promulgated under the Exchange Act;

(9)           a

certification by the Noticing Stockholder that each Holder and any Stockholder Associated Person of such Holder has complied with all

applicable federal, state and other legal requirements in connection with its acquisition of shares of capital stock or other securities

of the Corporation and/or such person’s acts or omissions as a stockholder of the Corporation;

(10)         with

respect to a nomination, the information and statement required by Rule 14a-19(b) of the Exchange Act (or any successor provision);

(11)         to

the extent known after reasonable investigation, the names and addresses of other stockholders (including beneficial owners) known by

any Holder or Related Person of such Holder to provide financial support with respect to such proposal(s) or nomination(s) (it

being understood that delivery of a revocable proxy with respect to such proposal or nomination shall not in itself require disclosure

under this subclause (11)) and, to the extent known, the class and number of all shares of the Corporation’s capital stock owned

beneficially or of record by such other stockholder(s) or other beneficial owner(s); and

(12)         a

representation by the Noticing Stockholder as to the accuracy of the information set forth in the notice.

to each person whom the Noticing Stockholder proposes to nominate for election or re-election as a director:

(1)           the

name, age, citizenship and address (business and residential) of such person;

(2)           a

complete biography and statement of such person’s qualifications, including the principal occupation or employment of such person

(at present and for the past five years);

(3)           the

Specified Information for such person as if such person were a Holder (except that no disclosure will be required hereunder with respect

to any Stockholder Associated Person of any proposed nominee unless such Stockholder Associated Person is also a Stockholder Associated

Person of any Holder);

(4)           a

complete and accurate description of all agreements, arrangements, and understandings between each Holder and any Stockholder Associated

Person of such Holder, on the one hand, and such person, on the other hand, (at present and for the past three years) including, without

limitation, a complete and accurate description of all direct and indirect compensation and other monetary agreements, arrangements,

and understandings at present and for the past three years between such person and such Holder(s) and any Stockholder Associated

Person(s) of such Holder(s) (including all biographical, related party transaction and other information that would be required

to be disclosed pursuant to the federal and state securities laws, including Rule 404 promulgated under Regulation S-K (“Regulation

S-K”) under the Securities Act of 1933, as amended (the “Securities Act”) (or any successor provision),

if any Holder or such Stockholder Associated Person were the “registrant” for purposes of such rule and such person

were a director or executive officer of such registrant);

(5)           any

other information relating to such person that would be required to be disclosed in a proxy statement or any other filings required to

be made in connection with solicitation of proxies for the election of directors in a contested election or that is otherwise required

pursuant to and in accordance with Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder (including

such person’s written consent to being named in the Corporation’s proxy statements and any accompanying proxy cards as a

proposed nominee of the Noticing Stockholder and to serving as a director if elected); and

(6)           a

completed and signed questionnaire, representation, and agreement and any and all other information required by Section 11(d) of

this ARTICLE II.

addition, any Noticing Stockholder who submits a notice pursuant to Section 11(a) of this ARTICLE II is required

to update and supplement the information disclosed in such notice, if necessary, in accordance with Section 11(c) of

this ARTICLE II.

(iv)          Notwithstanding

anything in these Bylaws to the contrary, no business shall be conducted or nominations made at an annual meeting except in accordance

with the procedures set forth in Section 11(a) of this ARTICLE II; provided that the foregoing shall not apply

to any nominations or business brought by the Principal Stockholder or any Principal Stockholder Affiliate at any time prior to the Advance

Notice Trigger Date.

(v)           Notwithstanding

anything in Section 11(a)(ii) of this ARTICLE II to the contrary, if the number of directors to be elected to the

Board is increased effective after the time period for which nominations would otherwise be due under Section 11(a)(ii) of

this ARTICLE II and there is no Public Announcement naming the nominees for additional directorships at least 10 days prior to the

last day a stockholder may deliver a notice of nomination in accordance with Section 11(a)(ii) of this ARTICLE II,

a stockholder’s notice required by Section 11(a)(ii) of this ARTICLE II shall also be considered timely,

but only with respect to nominees for the additional directorships, if it shall be received by the Secretary at the principal executive

offices of the Corporation not later than the Close of Business on the 10th day following the day on which such Public Announcement is

first made by the Corporation.

(b)           Special

Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before

the meeting pursuant to the notice of meeting. Only persons who are nominated in accordance and compliance with the procedures set forth

in this Section 11(b) of ARTICLE II shall be eligible for election to the Board at a special meeting of stockholders

at which directors are to be elected. Nominations of persons for election to the Board may be made at a special meeting of stockholders

at which directors are to be elected pursuant to the notice of meeting only: (i) by or at the direction of the Board, any duly authorized

committee thereof, or stockholders (if stockholders are permitted to call a special meeting of stockholders pursuant to Section 2

of ARTICLE SEVEN of the Certificate of Incorporation); or (ii) provided that the Board or stockholders (if stockholders are

permitted to call a special meeting of stockholders pursuant to Section 2 of ARTICLE SEVEN of the Certificate of Incorporation)

has determined that directors are to be elected at such special meeting, by any stockholder of the Corporation who: (A) was a stockholder

of record at the time of giving of notice provided for in this Section 11(b) of ARTICLE II, and at the time of

the special meeting; (B) is entitled to vote at the meeting; and (C) complies with the notice procedures provided for in this

Section 11(b) of ARTICLE II. For nominations to be properly brought by a stockholder at a special meeting of stockholders,

the stockholder must have given timely notice thereof in proper written form as described in this Section 11(b) of ARTICLE II

to the Secretary. To be timely, a stockholder’s notice for the nomination of persons for election to the Board must be delivered

to and received by the Secretary at the principal executive offices of the Corporation not earlier than the 120th day prior to such special

meeting and not later than the Close of Business on the later of the 90th day prior to such special meeting or the 10th day following

the day on which a Public Announcement is first made of the date of the special meeting and of the nominees proposed by the Board to

be elected at such meeting. In no event shall any adjournment or postponement of a special meeting or the announcement thereof commence

a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Notices delivered pursuant

to this Section 11(b) of ARTICLE II will be deemed received on any given day if received prior to the Close of

Business on such day (and otherwise, on the next succeeding day). To be in proper written form, such stockholder’s notice shall

set forth all of the information required by, and otherwise be in compliance with, Section 11(a)(iii) of this ARTICLE II.

In addition, any stockholder who submits a notice pursuant to this Section 11(b) of ARTICLE II is required to update

and supplement the information disclosed in such notice, if necessary, in accordance with Section 11(c) of this ARTICLE II

and shall comply with Section 11(e) of this ARTICLE II. The number of nominees a stockholder may nominate for election

at the special meeting on its own behalf (or in the case of one or more stockholders giving the notice on behalf of a beneficial owner,

the number of nominees such stockholders may collectively nominate for election at the special meeting on behalf of such beneficial owner)

shall not exceed the number of directors to be elected at such special meeting. Notwithstanding the foregoing or anything else in this

Section 11(b), at any time prior to the Advance Notice Trigger Date, the Principal Stockholder and any Principal Stockholder

Affiliate may make nominations at any special meeting of stockholders at which directors are to be elected without compliance with the

notice, information, or other requirements of this Section 11(b), and any such nominations shall be deemed properly brought

before such meeting

and Supplement of Stockholder’s Notice. Any stockholder who submits a notice of proposal for business or nomination for election

pursuant to this Section 11 of ARTICLE II is required to update and supplement the information disclosed in such notice,

if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date

for the meeting of stockholders and as of the date that is 10 Business Days prior to the meeting of stockholders or any adjournment,

recess, rescheduling, or postponement thereof, and such update and supplement shall be delivered to and received by the Secretary at

the principal executive offices of the Corporation not later than five Business Days after the record date for the meeting of stockholders

in the case of the update and supplement required to be made as of the record date, and not later than eight Business Days prior to the

date for the meeting of stockholders or any adjournment, recess, rescheduling or postponement thereof in the case of the update and supplement

required to be made as of 10 Business Days prior to the meeting of stockholders or any adjournment, recess, rescheduling, or postponement

thereof. In addition, if the Noticing Stockholder has delivered to the Corporation a notice relating to the nomination of directors,

the Noticing Stockholder shall deliver to the Corporation not later than eight Business Days prior to the date of the meeting or any

adjournment, recess, rescheduling, or postponement thereof (or, if not practicable, on the first practicable date prior to the date to

which the annual meeting has been adjourned or postponed) reasonable evidence that it has complied with the requirements of Rule 14a-19

of the Exchange Act (or any successor provision). For the avoidance of doubt, the obligation to update and supplement set forth in this

paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in

any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has

previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding

nominees, matters, business and/or resolutions proposed to be brought before a meeting of the stockholders.

(d)           Submission

of Questionnaire, Representation, and Agreement. To be qualified to be a nominee for election or re-election as a director of the

Corporation, a person must deliver (in the case of a person nominated by a stockholder in accordance with Sections 11(a) or 11(b) of

this ARTICLE II, in accordance with the time periods prescribed for delivery of notice under such sections) to the Secretary at

the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person

and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided

by the Secretary upon written request of any stockholder of record identified by name within five Business Days of such written request)

and a written representation and agreement (in the form provided by the Secretary upon written request of any stockholder of record identified

by name within five Business Days of such written request) that such person: (i) is not and will not become a party to: (A) any

agreement, arrangement, or understanding (whether written or oral) with, and has not given any commitment or assurance to, any person

or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting

Commitment”) that has not been disclosed to the Corporation; or (B) any Voting Commitment that could limit or interfere

with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under

applicable law; (ii) is not and will not become a party to any agreement, arrangement, or understanding with any person or entity

other than the Corporation with respect to any direct or indirect compensation, reimbursement, or indemnification in connection with

service or action as a director that has not been disclosed to the Corporation; and (iii) would be in compliance, and if elected

as a director of the Corporation will comply, with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality,

and stock ownership and trading policies and guidelines of the Corporation that are publicly available.

(e)           Update

and Supplement of Nominee Information. The Corporation may also, as a condition to any such nomination or business being deemed properly

brought before an annual meeting of stockholders, require any Holder or any proposed nominee to deliver to the Secretary, within five

Business Days of any such request, such other information as may reasonably be required by the Board to determine whether such proposed

nominee is eligible under the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable

to the Corporation, or any law or regulation applicable to the Corporation to serve as a director or independent director of the Corporation.

(f)            Authority

of Chair; General Provisions. Except as otherwise provided by applicable law, the Certificate of Incorporation, or these Bylaws and

subject to the supervision of the Board, the chair of the meeting shall have the power and duty to determine whether any nomination or

other business proposed to be brought before the meeting was made or brought in accordance with the procedures set forth in these Bylaws

(including whether the Noticing Stockholder or Stockholder Associated Person or other person, if any, on whose behalf the nomination

or proposal is made or solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies or votes

in support of such Noticing Stockholder’s nominee or proposal in compliance with such Noticing Stockholder’s representation

as required by Section 11(a)(iii)(B)(8) of this ARTICLE II) and, if any nomination or other business is not made

or brought in compliance with these Bylaws, to declare that such nomination or proposal of other business be disregarded and not acted

upon; provided, however, that the foregoing shall not apply to, and the chair of the meeting shall have no authority to disregard, any

nomination or business brought by the Principal Stockholder or any Principal Stockholder Affiliate at any time prior to the Advance Notice

Trigger Date.

(g)           Effect

on Other Rights. Nothing in these Bylaws shall be deemed to: (A) confer upon any stockholder a right to have a nominee or any

proposed business included in the Corporation’s proxy statement, except as set forth in the Certificate of Incorporation or these

Bylaws; (B) affect any rights of the holders of any series of preferred stock to elect directors pursuant to any applicable provisions

of the Certificate of Incorporation; or (C) limit the exercise, the method, or timing of the exercise of the rights of the Principal

Stockholder and the Principal Stockholder Affiliates granted by the Corporation to nominate directors (pursuant to that Director Designation

Agreement, dated as of on or about May 8, 2026 (as amended, restated, modified, and/or supplemented from time to time, the “Director

Designation Agreement”), by and among the Corporation and the investors named therein), which rights may be exercised without

compliance with the provisions of Section 11 of this ARTICLE II.

(h)           Definitions.

For purposes of this Section 11 of ARTICLE II, the term:

(i)            “Affiliate”

has the meaning attributed to such term in Rule 12b-2 under the Exchange Act;

(ii)           “Associate”

has the meaning attributed to such term in Rule 12b-2 under the Exchange Act;

(iii)          “Business

Day” shall mean each Monday, Tuesday, Wednesday, Thursday, and Friday that is not a day on which banking institutions in Oceanside,

CA or New York, NY are authorized or obligated by law or executive order to close;

(iv)          “Close

of Business” shall mean 5:00 p.m. local time at the principal executive offices of the Corporation, and if an applicable

deadline falls on the Close of Business on a day that is not a Business Day, then the applicable deadline shall be deemed to be the Close

of Business on the immediately preceding Business Day;

(v)           “Derivative

Instrument” means any short position, profits interest, option, warrant, convertible security, stock appreciation right, or

similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series

of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation,

or any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Corporation,

or any contract, derivative, swap, or other transaction or series of transactions designed to produce economic benefits and risks that

correspond substantially to the ownership of any class or series of shares of the Corporation, including due to the fact that the value

of such contract, derivative, swap, or other transaction or series of transactions is determined by reference to the price, value, or

volatility of any class or series of shares of the Corporation, whether or not such instrument, contract, or right shall be subject to

settlement in the underlying class or series of shares of the Corporation, through the delivery of cash or other property, or otherwise,

and without regard to whether the stockholder and any Stockholder Related Person may have entered into transactions that hedge or mitigate

the economic effect of such instrument, contract, or right, or any other direct or indirect opportunity to profit or share in any profit

derived from any increase or decrease in the value of shares of the Corporation;

(vi)          “Hedging

Transaction” means, with respect to a stockholder or any Stockholder Associated Person, any hedging or other transaction (such

as borrowed or loaned shares) or series of transactions, or any other agreement, arrangement, or understanding, the effect or intent

of which is to increase or decrease the voting power or economic or pecuniary interest of such stockholder or any Stockholder Associated

Person with respect to the Corporation’s securities;

(vii)         “Public

Announcement” means disclosure (a) in a press release released by the Corporation, provided such press release is released

by the Corporation following its customary procedures, as reported by the Dow Jones News Service, Associated Press, Business Wire, PR

Newswire or a comparable news service, or is generally available on internet news sites, or (b) in a document publicly filed by

the Corporation with the SEC pursuant to Sections 13, 14 or 15(d) of the Exchange Act;

(viii)        “Stockholder

Associated Person” means, with respect to any Holder:

(A)          any

participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A of the Exchange Act, or any successor

instructions) with such Holder in a solicitation of proxies in respect of any business or director nomination proposed by such stockholder;

(B)           any

Affiliate or Associate of such Holder; and

person who is a member of a “group” (as such term is used in Rule 13d-5 under the Exchange Act (or any successor provision))

with such Holder; and

(ix)           “Short

Interest” means any agreement, arrangement, understanding, relationship, or otherwise, including any repurchase or similar

so-called “stock borrowing” agreement or arrangement, involving any stockholder or any Stockholder Associated Person, the

purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) or any class or series of the

shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder

or any Stockholder Associated Person with respect to any class or series of the shares or other securities of the Corporation, or which

provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of

any class or series of the shares or other securities of the Corporation; and

(x)            For

purposes of these Bylaws, the words “include,” “includes” or “including” is deemed to be followed

by the words “without limitation.” Where a reference in these Bylaws is made to any statue or regulation, such reference

shall be to (1) the statute or regulation as amended from time to time (except as context may otherwise require) and (2) any

rules or regulations promulgated thereunder.

(i)            Proxy

Card. Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white,

which shall be reserved for the exclusive use by the Board.

Section 12.            Requirement

to Appear. Notwithstanding anything to the contrary contained in Section 11, if the Noticing Stockholder that has provided

timely notice of a nomination or item of business in accordance with Section 11 (or a qualified representative of the Noticing

Stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present such nomination or item of

business, such proposed business shall not be transacted and such nomination shall be disregarded, notwithstanding that such proposed

business or such nomination is set forth in the notice of meeting or other proxy materials and notwithstanding that proxies or votes

in respect of such vote may have been received by the Corporation. For purposes of these Bylaws, to be considered a qualified representative

of the Noticing Stockholder, a person must be a duly authorized officer, manager or partner of such Noticing Stockholder or must be authorized

by a writing executed by such Noticing Stockholder or an electronic transmission delivered by such Noticing Stockholder to act for such

Noticing Stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or

a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

Section 13.            Fixing

a Record Date for Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to notice of any meeting

of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which

the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 60 days nor less than 10

days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders

entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the

date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining

stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the

day on which notice is first given, or, if notice is waived, at the close of business on the day next preceding the day on which the

meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply

to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting in conformity

herewith; and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or

an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this

Section 13 of ARTICLE II at the adjourned meeting.

Section 14.            Action

by Stockholders Without a Meeting. So long as stockholders of the Corporation have the right to act by written consent in accordance

with Section 1 of ARTICLE SEVEN of the Certificate of Incorporation, the following provisions shall apply:

(a)           Record

Date. For the purpose of determining the stockholders entitled to consent to corporate action without a meeting as may be permitted

by the Certificate of Incorporation or the certificate of designation relating to any outstanding class or series of preferred stock,

the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted

by the Board, and which record date shall not be more than 10 (or the maximum number permitted by applicable law) days after the date

on which the resolution fixing the record date is adopted by the Board. Any stockholder of record seeking to have the stockholders authorize

or take action by consent in lieu of a meeting shall, by written notice delivered to the Secretary at the Corporation’s principal

place of business during regular business hours, request that the Board fix a record date, which notice shall include the text of any

proposed resolutions. Notices delivered pursuant to this Section 14(a) of ARTICLE II will be deemed received on

any given day only if received prior to the close of business on such day (and otherwise, shall be deemed received on the next succeeding

Business Day). The Board shall promptly, but in all events within 10 days after the date on which such written notice is properly delivered

to and deemed received by the Secretary, adopt a resolution fixing the record date (unless a record date has previously been fixed by

the Board pursuant to the first sentence of this Section 14(a) of ARTICLE II). If no record date has been fixed

by the Board pursuant to this Section 14(a) or otherwise within 10 days of receipt of a valid request by a stockholder,

the record date for determining stockholders entitled to consent to corporate action without a meeting, when no prior action by the Board

is required pursuant to applicable law, shall be the first date after the expiration of such 10 day time period on which a signed consent

setting forth the action taken or proposed to be taken is delivered to the Corporation pursuant to Section 14(b) of

this ARTICLE II; provided, however, that if prior action by the Board is required by applicable law, the record date for determining

stockholders entitled to consent to corporate action without a meeting shall in such an event be at the close of business on the day

on which the Board adopts the resolution taking such prior action.

(b)           Generally.

No consent shall be effective to take the corporate action referred to therein unless consents signed by a sufficient number of stockholders

to take such action are delivered to the Corporation, in the manner required by this Section 14 of ARTICLE II, within

60 (or the maximum number permitted by applicable law) days of the first date on which a consent is delivered to the Corporation in the

manner required by applicable law. The validity of any consent executed by a proxy for a stockholder pursuant to an electronic transmission

transmitted to such proxy holder by or upon the authorization of the stockholder shall be determined by or at the direction of the Secretary.

A written record of the information upon which the person making such determination relied shall be made and kept in the records of the

proceedings of the stockholders. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting of stockholders.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given by the Corporation

(at its expense) to those stockholders as of the record date for the action by consent who have not consented and who would have been

entitled to notice of the meeting if the action had been taken at such meeting and the record date for the notice of such meeting were

the record date for the action by consent. A consent permitted by this Section 14 shall be delivered: (i) to the principal

place of business of the Corporation; (ii) to an officer or agent of the Corporation having custody of the book in which proceedings

of meetings of stockholders are recorded; (iii) to the registered office of the Corporation in the State of Delaware by hand or

by certified or registered mail, return receipt requested; or (iv) subject to the next sentence, in accordance with Section 116

of the DGCL to an information processing system, if any, designated by the Corporation for receiving such consents. In the case of delivery

pursuant to the foregoing clause (iv), such consent must set forth or be delivered with information that enables the Corporation to determine

the date of delivery of such consent and the identity of the person giving such consent, and, if such consent is given by a person authorized

to act for a stockholder or member as proxy, such consent must comply with the applicable provisions of Sections 212(c)(2) and (3) of

the DGCL.

Section 15.            Conduct

of Meetings.

(a)           Generally.

Meetings of stockholders shall be presided over by the Chair, if any, or in the Chair’s absence or disability, by the CEO (if the

CEO is not also the Chair), or in the CEO’s absence or disability, by the President of the Corporation (the “President”),

or in the President’s absence or disability, by a Vice President of the Corporation (the “Vice President”) (in

the order as determined by the Board), or in the absence or disability of the foregoing persons, by a director or officer designated

by the Board, or in the absence or disability of such person, by a chair chosen at the meeting. The Secretary shall act as secretary

of the meeting, but in the Secretary’s absence or disability, the chair of the meeting may appoint any person to act as secretary

of the meeting.

(b)           Rules,

Regulations, and Procedures. The Board may adopt by resolution such rules, regulations, and procedures for the conduct of any meeting

of stockholders of the Corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may

deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present

at a meeting. Except to the extent inconsistent with such rules, regulations, and procedures as adopted by the Board, the chair of any

meeting of stockholders shall have the right and authority to prescribe such rules, regulations, and procedures and to do all such acts

as, in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations, or procedures, whether

adopted by the Board or prescribed by the chair of the meeting, may include, without limitation, the following: (i) the establishment

of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety

of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation,

their duly authorized and constituted proxies, or such other persons as the chair of the meeting shall determine; (iv) restrictions

on entry to the meeting after the time fixed for the commencement thereof; (v) limitations on the time allotted to questions or

comments by participants; and (vi) restrictions on the use of mobile phones, audio or video recording devices, and similar devices

at the meeting. The chair of the meeting of stockholders, in addition to making any other determinations that may be appropriate to the

conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a nomination or matter or business was

not properly brought before the meeting and if such chair should so determine, such chair shall so declare to the meeting and any such

matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined

by the Board or the chair of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of

parliamentary procedure. The chair of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the

meeting will be opened and closed. After the polls close, no ballots, proxies, or votes or any revocations or changes thereto may be

accepted. The chair of the meeting shall have the power, right, and authority, for any or no reason, to convene, recess, and/or adjourn

any meeting of stockholders.

of Elections. The Corporation may, and to the extent required by law shall, in advance of any meeting of stockholders, appoint one

or more inspectors of election to act at the meeting and make a written report thereof. One or more other persons may be designated as

alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders,

the chair of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may

be officers, employees, or agents of the Corporation. No person who is a candidate for an office at an election may serve as an inspector

at such election. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully

to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector

shall have the duties prescribed by law and, when the vote is completed, shall make a certificate of the result of the vote taken and

of such other facts as may be required by law.

Section 16.            Remote

Communication. If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may

adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:

(a)           participate

in a meeting of stockholders; and

(b)           be

deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by

means of remote communication;

provided that

Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means

of remote communication is a stockholder or proxyholder;

(d)           the

Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate

in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the

meeting substantially concurrently with such proceedings; and

(e)           if

any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or

other action shall be maintained by the Corporation.

Article III

DIRECTORS

Section 1.              General

Powers. Except as otherwise provided in this Certificate of Incorporation or the DGCL, the business and affairs of the Corporation

shall be managed by or under the direction of the Board.

Section 2.              Regular

Meetings and Special Meetings. Regular meetings of the Board may be held without notice at such time and at such place as shall from

time to time be determined by resolution of the Board and publicized among all directors. Special meetings of the Board may be called

by: (i) the Chair, if any; (ii) by the Secretary upon the written request of a majority of the directors then in office; or

(iii) if the Board then includes a director nominated or designated for nomination by the Principal Stockholder or any Principal

Stockholder Affiliate, by any director so nominated or designated, and in each case shall be held at the place, if any, on the date and

at the time as he, she, or they shall fix. Any and all business may be transacted at a special meeting of the Board.

Section 3.              Notice

of Meetings. Notice of regular meetings of the Board need not be given except as otherwise required by law or these Bylaws. Notice

of each special meeting of the Board, and of each regular and annual meeting of the Board for which notice is required, shall be given

by the Secretary as hereinafter provided in this Section 3 of this ARTICLE III. Such notice shall state the date, time,

and place, if any, of the meeting. Notice of any special meeting, and of any regular or annual meeting for which notice is required,

shall be given to each director at least: (A) 24 hours before the meeting if by telephone or by being personally delivered or sent

by overnight courier, telecopy, electronic transmission, email, or similar means; or (B) five days before the meeting if delivered

by mail to the director’s residence or usual place of business. Such notice shall be deemed to be delivered when deposited in the

United States mail so addressed, with postage prepaid, or when transmitted if sent by telex, telecopy, electronic transmission, email,

or similar means. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board need be specified in

the notice or waiver of notice of such meeting.

Section 4.              Waiver

of Notice. Any director may waive notice of any meeting of directors by a writing signed by the director or by electronic transmission.

Any member of the Board or any committee thereof who is present at a meeting shall have waived notice of such meeting except when such

member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting

is not lawfully called or convened and does not further participate in the meeting. Such member shall be conclusively presumed to have

assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent

to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded

by registered mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member

who voted in favor of such action.

Section 5.              Chair

of the Board, Quorum, Required Vote, and Adjournment. Subject to the provisions regarding the appointment of the Chair in the Certificate

of Incorporation, the Board may elect the Chair. The Chair must be a director and may be a director who is also currently an officer

of the Corporation. Subject to the provisions of these Bylaws and the direction of the Board, he, she, or they shall perform all duties

and have all powers which are commonly incident to the position of Chair or which are delegated to him or her by the Board, preside at

all meetings of the stockholders and Board at which he or she is present and have such powers and perform such duties as the Board may

from time to time prescribe. If the Chair is not present at a meeting of the Board, the CEO (if the CEO is a director and is not also

the Chair) shall preside at such meeting, and, if the CEO is not present at such meeting, a majority of the directors present at such

meeting shall elect one of the directors present at the meeting to so preside. At all meetings of the Board, a majority of the directors

then in office shall constitute a quorum for the transaction of business, provided, however, that a quorum shall never be less than one-third

the total number of directors. Unless by express provision of an applicable law, the Certificate of Incorporation, or these Bylaws a

different vote is required, the vote of a majority of directors present at a meeting at which a quorum is present shall be the act of

the Board. At any meeting of the Board, business shall be transacted in such order and manner as the Board may from time to time determine.

If a quorum shall not be present at any meeting of the Board, the directors present thereat may, to the fullest extent permitted by law,

adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 6.              Committees.

(a)           The

Board may designate one or more committees, including an executive committee, consisting of one or more of the directors of the Corporation,

and any committees required by the rules and regulations of such exchange as any securities of the Corporation are listed. The Board

may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting

of the committee. Except to the extent restricted by applicable law or the Certificate of Incorporation, each such committee, to the

extent provided by the DGCL and in the resolution creating it, shall have and may exercise all the powers and authority of the Board.

Each such committee shall serve at the pleasure of the Board. Each committee shall keep regular minutes of its meetings and report the

same to the Board upon request.

(b)           Each

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

at least a majority of the members of the committee shall be necessary to constitute a quorum. All matters shall be determined by a majority

vote of the members present at a meeting at which a quorum is present. Unless otherwise provided in such a resolution, in the event that

a member and that member’s alternate, if alternates are designated by the Board, of such committee is or are absent or disqualified,

the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum,

may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member.

Section 7.              Action

by Written Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted

to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or such

committee, as the case may be, consent thereto in writing or by electronic transmission. After the action is taken, the consent or consents

relating thereto shall be filed with the minutes of proceedings of the Board or committee in the same paper form or electronic form as

the minutes are maintained.

Section 8.              Compensation.

The Board shall have the authority to fix the compensation, including fees, reimbursement of expenses, and equity compensation, of directors

for services to the Corporation in any capacity, including for attendance of meetings of the Board or participation on any committees.

No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 9.              Reliance

on Books and Records. A member of the Board, or a member of any committee designated by the Board, shall, in the performance of such

member’s duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions,

reports, or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board,

or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence

and who has been selected with reasonable care by or on behalf of the Corporation.

Section 10.            Telephonic

and Other Meetings. Unless restricted by the Certificate of Incorporation, any one or more members of the Board or any committee

thereof may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment

by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence

in person at a meeting.

Article IV

OFFICERS

Section 1.              Number

and Election. Subject to the authority of the CEO to appoint officers as set forth in Section 11 of this ARTICLE IV,

the officers of the Corporation shall be elected by the Board and may consist of a CEO, a President, one or more Vice Presidents, a Secretary,

a Chief Financial Officer (the “CFO”), a Treasurer (the “Treasurer”), and such other officers and

assistant officers as may be deemed necessary or desirable by the Board. Any number of offices may be held by the same person. In its

discretion, the Board may choose not to fill any office for any period as it may deem advisable.

Section 2.              Term

of Office. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation,

or removal as hereinafter provided.

Section 3.              Removal.

Any officer or agent of the Corporation may be removed with or without cause by the Board, a duly authorized committee thereof or by

such officers as may be designated by a resolution of the Board, but such removal shall be without prejudice to the contract rights,

if any, of the person so removed. Any officer appointed by the CEO in accordance with Section 11 of this ARTICLE IV

may also be removed by the CEO in his or her sole discretion.

Section 4.              Vacancies.

Any vacancy occurring in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board

or the CEO in accordance with Section 11 of this ARTICLE IV.

Section 5.              Compensation.

Compensation of all executive officers shall be approved by the Board or a duly authorized committee thereof, and no officer shall be

prevented from receiving such compensation by virtue of his or her also being a director of the Corporation.

Section 6.              Chief

Executive Officer. The CEO shall have the powers and perform the duties incident to that position. The CEO shall, in the absence

of the Chair (if the CEO is not also the Chair), or if a Chair shall not have been elected, preside at each meeting of (a) the Board

if the CEO is a director and (b) the stockholders. Subject to the powers of the Board and the Chair, the CEO shall be in general

and active charge of the entire business and affairs of the Corporation and shall be its chief policy-making officer. The CEO shall have

such other powers and perform such other duties as may be prescribed by the Board or provided in these Bylaws. The CEO is authorized

to execute bonds, mortgages, and other contracts requiring a seal under the seal of the Corporation, except where required or permitted

by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board

to some other officer or agent of the Corporation. Whenever the President is unable to serve, by reason of sickness, absence, or otherwise,

the CEO shall perform all the duties and responsibilities and exercise all the powers of the President.

Section 7.              President.

The President of the Corporation shall, subject to the powers of the Board, the Chair, and the CEO, have general charge of the business,

affairs, and property of the Corporation, and, in the absence of the CEO, control over its officers, agents, and employees. The President

shall see that all orders and resolutions of the Board are carried into effect. The President is authorized, in the absence of the CEO,

to execute bonds, mortgages, and other contracts requiring a seal under the seal of the Corporation, except where required or permitted

by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board

to some other officer or agent of the Corporation. The President shall, in the absence of the CEO, act with all of the powers and be

subject to all of the restrictions of the CEO. The President shall have such other powers and perform such other duties as may be prescribed

by the Chair, the CEO, the Board, or as may be provided in these Bylaws or otherwise are incident to the position of President.

Section 8.              Vice

Presidents. The Vice President, or if there shall be more than one, the Vice Presidents, in the order determined by the Board or

the Chair, shall, perform such duties and have such powers as the Board, the Chair, the CEO, the President, or these Bylaws may, from

time to time, prescribe or which otherwise are incident to the position of Vice President. The Vice Presidents may also be designated

as Executive Vice Presidents or Senior Vice Presidents, as the Board may from time to time prescribe.

Section 9.              Secretary

and Assistant Secretaries. The Secretary shall attend all meetings of the Board (other than executive sessions thereof) and all meetings

of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose or shall ensure that

his or her designee attends each such meeting to act in such capacity. Under the Board’s supervision, the Secretary shall give,

or cause to be given, all notices required to be given by these Bylaws or by law; shall have such powers and perform such duties as the

Board, the Chair, the CEO, the President, or these Bylaws may, from time to time, prescribe or which otherwise are incident to the position

of Secretary; and shall have custody of the corporate seal of the Corporation. The Secretary, or an Assistant Secretary, shall have authority

to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the

signature of such Assistant Secretary. The Board may give general authority to any other officer to affix the seal of the Corporation

and to attest the affixing by his or her signature. The Assistant Secretary, or if there be more than one, any of the Assistant Secretaries,

shall in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such

other duties and have such other powers as the Board, the Chair, the CEO, the President, or Secretary may, from time to time, prescribe.

Section 10.            Chief

Financial Officer and Treasurer. The CFO shall have the custody of the corporate funds and securities; shall keep full and accurate

accounts of receipts and disbursements in books belonging to the Corporation as shall be necessary or desirable in accordance with applicable

law or generally accepted accounting principles; shall deposit all monies and other valuable effects in the name and to the credit of

the Corporation as may be ordered by the Chair or the Board; shall receive, and give receipts for, moneys due and payable to the Corporation

from any source whatsoever; shall cause the funds of the Corporation to be disbursed when such disbursements have been duly authorized,

taking proper vouchers for such disbursements; and shall render to the Board, at its regular meeting or when the Board so requires, an

account of the financial condition and operations of the Corporation; shall have such powers and perform such duties as the Board, the

Chair, the CEO, the President, or these Bylaws may, from time to time, prescribe or which otherwise are incident to the position of CFO.

The Treasurer shall in the absence or disability of the CFO, perform the duties and exercise the powers of the CFO, subject to the power

of the Board. The Treasurer, if any, shall perform such other duties and have such other powers as the Board may, from time to time,

prescribe.

Section 11.            Appointed

Officers. In addition to officers designated by the Board in accordance with this ARTICLE IV, the CEO shall have the authority

to appoint other officers below the level of Board-appointed Vice President as the CEO may from time to time deem expedient and may designate

for such officers titles that appropriately reflect their positions and responsibilities. Such appointed officers shall have such powers

and shall perform such duties as may be assigned to them by the CEO or the senior officer to whom they report, consistent with corporate

policies. An appointed officer shall serve until the earlier of such officer’s resignation or such officer’s removal by the

CEO or the Board at any time, either with or without cause.

Section 12.            Other

Officers, Assistant Officers, and Agents. Officers, assistant officers, and agents, if any, other than those whose duties are provided

for in these Bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the Board

and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

Section 13.            Officers’

Bonds or Other Security. If required by the Board, any officer of the Corporation shall give a bond or other security for the faithful

performance of such officer’s duties, in such amount and with such surety as the Board may require.

Section 14.            Delegation

of Authority. The Board may by resolution delegate the powers and duties of such officer to any other officer or to any director,

or to any other person whom it may select.

Article V

CERTIFICATES OF STOCK

Section 1.              Form.

The shares of stock of the Corporation shall be represented by certificates, provided that the Board may provide by resolution that some

or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented

by a certificate until such certificate is surrendered to the Corporation. If shares are represented by certificates, the certificates

shall be in such form as required by applicable law and as determined by the Board. Each certificate shall certify the number of shares

owned by such holder in the Corporation and shall be signed by, or in the name of the Corporation by two authorized officers of the Corporation

including, but not limited to, the Chair (if an officer), the CEO (if the CEO is not also the Chair), the President, a Vice President,

the CFO, the Treasurer, the Secretary, and an Assistant Secretary. Any or all signatures on the certificate may be a facsimile. In case

any officer, transfer agent, or registrar who has signed, or whose facsimile signature or signatures have been used on, any such certificate

or certificates shall cease to be such officer, transfer agent, or registrar of the Corporation whether because of death, resignation,

or otherwise before such certificate or certificates have been issued by the Corporation, such certificate or certificates may nevertheless

be issued as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have

been used thereon had not ceased to be such officer, transfer agent, or registrar of the Corporation at the date of issue. All certificates

for shares shall be consecutively numbered or otherwise identified. The Board may appoint a bank or trust company organized under the

laws of the United States or any state thereof to act as its transfer agent, registrar, or both in connection with the transfer of any

class or series of securities of the Corporation. The Corporation, or its designated transfer agent or other agent, shall keep a book

or set of books to be known as the stock transfer books of the Corporation, containing the name of each holder of record, together with

such holder’s address and the number and class or series of shares held by such holder and the date of issue. When shares are represented

by certificates, the Corporation shall issue and deliver to each holder to whom such shares have been issued or transferred, certificates

representing the shares owned by such holder, and shares of stock of the Corporation shall only be transferred on the books of the Corporation

by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation or its

designated transfer agent or other agent of the certificate or certificates for such shares endorsed by the appropriate person or persons,

with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the Corporation may reasonably

require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the Corporation to issue a new

certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. When

shares are not represented by certificates, shares of stock of the Corporation shall only be transferred on the books of the Corporation

by the holder of record thereof or by such holder’s attorney duly authorized in writing, with such evidence of the authenticity

of such transfer, authorization, and other matters as the Corporation may reasonably require, and accompanied by all necessary stock

transfer stamps, and within a reasonable time after the issuance or transfer of such shares, the Corporation shall, if required by applicable

law, send the holder to whom such shares have been issued or transferred a written statement of the information required by applicable

law. Unless otherwise provided by applicable law, the Certificate of Incorporation, these Bylaws, or any other instrument, the rights

and obligations of the holders of uncertificated stock, and the rights and obligations of the holders of certificates representing stock

of the same class and series shall be identical.

Section 2.              Lost

Certificates. The Corporation may issue or direct a new certificate or certificates or uncertificated shares to be issued in place

of any certificate or certificates previously issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making

of an affidavit of that fact by the owner of the lost, stolen, or destroyed certificate. When authorizing such issue of a new certificate

or certificates or uncertificated shares, the Corporation may, in its discretion and as a condition precedent to the issuance thereof,

require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the Corporation

a bond in such sum as it may direct, sufficient to indemnify the Corporation against any claim that may be made against the Corporation

on account of the alleged loss, theft, or destruction of any such certificate or the issuance of such new certificate or uncertificated

shares.

Section 3.              Registered

Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner

of shares of stock to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an

owner, except as otherwise required by applicable law. The Corporation shall not be bound to recognize any equitable or other claim to

or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof,

except as otherwise required by applicable law.

Section 4.              Fixing

a Record Date for Purposes Other Than Stockholder Meetings or Actions by Written Consent. In order that the Corporation may determine

the stockholders entitled to receive payment of any dividend, other distribution or allotment, or any rights, or the stockholders entitled

to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purposes of any other lawful action (other

than stockholder meetings and stockholder consents which are expressly governed by Sections 12, 13, 14, and 15

of ARTICLE II hereof), the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing

the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the

record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts

the resolution relating thereto.

Article VI

GENERAL PROVISIONS

Section 1.              Dividends.

Subject to and in accordance with applicable law, the Certificate of Incorporation and any certificate of designation relating to any

series of preferred stock, dividends upon the shares of capital stock of the Corporation may be declared and paid by the Board in accordance

with applicable law. Dividends may be paid in cash, in property, or in shares of the Corporation’s capital stock, subject to the

provisions of applicable law and the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any

funds of the Corporation available for dividends a reserve or reserves for any proper purpose. The Board may modify or abolish any such

reserves in the manner in which they were created.

Section 2.              Checks,

Notes, Drafts, Etc. All checks, notes, drafts, or other orders for the payment of money of the Corporation shall be signed, endorsed,

or accepted in the name of the Corporation by such officer, officers, person, or persons as from time to time may be designated by the

Board, or by an officer or officers authorized by the Board to make such designation.

Section 3.              Contracts.

In addition to the powers otherwise granted to officers pursuant to ARTICLE IV, the Board may authorize any officer or officers,

or any agent or agents, in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds, bonds, mortgages,

contracts, and other obligations or instruments, and such authority may be general or confined to specific instances.

Section 4.              Fiscal

Year. The fiscal year of the Corporation shall be fixed by resolution of the Board.

Section 5.              Corporate

Seal. The Board may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of

the Corporation and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be

impressed or affixed or reproduced or otherwise. Notwithstanding the foregoing, no seal shall be required by virtue of Section 5

of this ARTICLE VI.

Section 6.              Voting

Securities Owned By Corporation. Voting securities in any other corporation or entity held by the Corporation shall be voted by the

Chair, CEO, the President, or the CFO, unless the Board specifically confers authority to vote with respect thereto, which authority

may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have

the power to appoint proxies, with general power of substitution.

Section 7.              Facsimile/Electronic

Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, Docusign,

facsimile, and other forms of electronic signatures of any officer or director of the Corporation may be used to the fullest extent permitted

by applicable law.

Section 8.              Section Headings.

Section headings in these Bylaws are for convenience of reference only and shall not be given any substantive effect in limiting

or otherwise construing any provision herein.

Section 9.              Inconsistent

Provisions. In the event that any provision (or part thereof) of these Bylaws is or becomes inconsistent with any provision of the

Certificate of Incorporation, the DGCL, any other applicable law, or the Director Designation Agreement, the provision (or part thereof)

of these Bylaws shall be construed to be consistent with such other provision or provisions, and to the extent such provision may not

be so construed, such provision shall be deemed amended to incorporate such other provision so as to eliminate any such inconsistency

and as so amended shall be given full force and effect.

Article VII

INDEMNIFICATION

Section 1.              Right

to Indemnification and Advancement. Each person who was or is made a party or is threatened to be made a party to or is otherwise

involved (including involvement, without limitation, as a witness) in any actual or threatened action, suit, or proceeding, whether civil,

criminal, administrative, or investigative (a “proceeding”), by reason of the fact that he or she is or was a director

or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation

as a director, manager, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise,

including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding

is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall

be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter

be amended, against all expense, liability, and loss (including attorneys’ fees and related disbursements, judgments, fines, excise

taxes, or penalties under the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”)

and any other penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such indemnitee in connection

therewith, and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee, or agent and

shall inure to the benefit of the indemnitee’s heirs, executors, and administrators; provided, however, that, except as provided

in Section 2 of this ARTICLE VII with respect to proceedings to enforce rights to indemnification and advance of expenses

(as defined herein), the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated

by such indemnitee only if such proceeding (or part thereof) was authorized in the specific case by the Board of the Corporation. In

addition to the right to indemnification conferred herein, an indemnitee shall also have the right, to the fullest extent not prohibited

by law, to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (an

“advance of expenses”); provided, however, that if and to the extent that the DGCL requires, an advance of expenses

shall be made only upon delivery to the Corporation of an undertaking (an “undertaking”), by or on behalf of such

indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further

right to appeal (a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses

under Section 1 of this ARTICLE VII or otherwise. The Corporation may also, by action of its Board, provide indemnification

and advancement to employees and agents of the Corporation. Any reference to an officer of the Corporation in this ARTICLE VII shall

be deemed to refer exclusively to the Chair, CEO, President, CFO, Secretary, and Treasurer appointed pursuant to ARTICLE IV, and

to any Vice President, Assistant Secretary, assistant treasurer, or other officer of the Corporation appointed by the Board or the CEO

pursuant to ARTICLE IV of these Bylaws, and any reference to an officer of any other enterprise shall be deemed to refer exclusively

to an officer appointed by the Board or equivalent governing body of such other entity pursuant to the certificate of incorporation and

bylaws or equivalent organizational documents of such other enterprise. The fact that any person who is or was an employee of the Corporation

or an employee of any other enterprise has been given or has used the title of “Vice President” or any other title, including

any title granted to such person by the CEO pursuant to Section 11 of ARTICLE IV, that could be construed to suggest

or imply that such person is or may be an officer of the Corporation or of such other enterprise shall not result in such person being

constituted as, or being deemed to be, an officer of the Corporation or of such other enterprise for purposes of this ARTICLE VII

unless such person’s appointment to such office was approved by the Board pursuant to ARTICLE IV.

Section 2.              Procedure

for Indemnification. Any claim for indemnification or advance of expenses by an indemnitee under Section 2 of this ARTICLE VII

shall be made promptly, and in any event within 45 days (or, in the case of an advance of expenses, 20 days, provided that the director

or officer has delivered the undertaking contemplated by Section 1 of this ARTICLE VII if required), upon the written

request of the indemnitee. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part,

or if payment in full pursuant to such request is not made within 45 days (or, in the case of an advance of expenses, 20 days, provided

that the indemnitee has delivered the undertaking contemplated by Section 1 of this ARTICLE VII if required), the right

to indemnification or advances as granted by this ARTICLE VII shall be enforceable by the indemnitee in any court of competent jurisdiction.

Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in

whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by applicable law.

It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking

required pursuant to Section 1 of this ARTICLE VII, if any, has been tendered to the Corporation) that the claimant

has not met the applicable standard of conduct which makes it permissible under the DGCL for the Corporation to indemnify the claimant

for the amount claimed, but the burden of proof shall be on the Corporation to the fullest extent permitted by law. Neither the failure

of the Corporation (including the Board, a committee thereof, independent legal counsel, or its stockholders) to have made a determination

prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met

the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including the Board, independent

legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action

or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3.              Insurance.

The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was or has agreed to become

a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer,

partner, member, trustee, administrator, employee, or agent of another corporation, partnership, joint venture, limited liability company,

trust, or other enterprise against any expense, liability, or loss asserted against him or her and incurred by him or her in any such

capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against

such expenses, liability, or loss under the DGCL.

Section 4.              Service

for Subsidiaries. Any person serving as a director, officer, partner, member, trustee, administrator, employee, or agent of another

corporation, partnership, limited liability company, joint venture, trust, or other enterprise, at least 50% of whose equity interests

are owned by the Corporation (a “subsidiary” for purposes of this ARTICLE VII) shall be conclusively presumed

to be serving in such capacity at the request of the Corporation.

Section 5.              Reliance.

Persons who after the date of the adoption of this provision become or remain directors or officers of the Corporation or who, while

a director or officer of the Corporation, become or remain a director, manager, officer, employee, or agent of a subsidiary, shall be

conclusively presumed to have relied on the rights to indemnity, advance of expenses, and other rights contained in this ARTICLE VII

in entering into or continuing such service. To the fullest extent permitted by law, the rights to indemnification and to the advance

of expenses conferred in this ARTICLE VII shall apply to claims made against an indemnitee arising out of acts or omissions which

occurred or occur both prior and subsequent to the adoption hereof. Any amendment, alteration, or repeal of this ARTICLE VII that

adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit, eliminate, or impair any

such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place

prior to such amendment or repeal.

Section 6.              Non-Exclusivity

of Rights; Continuation of Rights of Indemnification. The rights to indemnification and to the advance of expenses conferred in this

ARTICLE VII shall not be exclusive of any other right which any person may have or hereafter acquire under the Certificate of Incorporation

or under any statute, bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. All rights to indemnification

under this ARTICLE VII shall be deemed to be a contract between the Corporation and each director or officer of the Corporation

who serves or served in such capacity at any time while this ARTICLE VII is in effect. Any repeal or modification of this ARTICLE VII

or repeal or modification of relevant provisions of the DGCL or any other applicable laws shall not in any way diminish any rights to

indemnification and advancement of expenses of such director or officer or the obligations of the Corporation arising hereunder with

respect to any proceeding arising out of, or relating to, any actions, transactions, or facts occurring prior to the final adoption of

such repeal or modification.

Section 7.              Merger

or Consolidation. For purposes of this ARTICLE VII, references to the “Corporation” shall include, in addition to

the resulting corporation, any constituent corporation (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 directors, officers, employees, or

agents, so that any person who is or was a director, officer, employee, or agent of such constituent corporation, or is or was serving

at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint

venture, trust, or other enterprise, shall stand in the same position under this ARTICLE VII with respect to the resulting or surviving

corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

Section 8.              Savings

Clause. To the fullest extent permitted by law, if this ARTICLE VII or any portion hereof shall be invalidated on any ground

by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and advance expenses to each person entitled

to indemnification under Section 1 of this ARTICLE VII as to all expense, liability, and loss (including attorneys’

fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, and any other penalties and amounts paid or to be

paid in settlement) actually and reasonably incurred or suffered by such person and for which indemnification and advancement of expenses

is available to such person pursuant to this ARTICLE VII to the fullest extent permitted by any applicable portion of this ARTICLE VII

that shall not have been invalidated.

Article VIII

AMENDMENTS

These Bylaws may be amended,

altered, changed, or repealed or new Bylaws adopted only in accordance with Section 1 of ARTICLE TEN of the Certificate

of Incorporation.

* * * * *

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2530822d27_ex10-1.htm · Sequence: 5

Exhibit 10.1

DIRECTOR DESIGNATION AGREEMENT

THIS DIRECTOR DESIGNATION AGREEMENT (this “Agreement”)

is made and entered into as of May 8, 2026, by and among Suja Life, Inc., a Delaware corporation (the “Company”),

Paine Schwartz Food Chain Fund V B, L.P., Paine Schwartz Food Chain Fund V C, L.P., Paine Schwartz Food Chain Fund V D, L.P., and PSP

Suja Life Holdings, L.P. (collectively, “Paine Schwartz”). This Agreement shall become effective (the “Effective

Date”) upon the closing of the Company’s proposed initial public offering (the “IPO”) of shares of

its Common Stock (as defined below).

WHEREAS, as of the date hereof, Paine Schwartz

Beneficially Owns (as defined below) a majority of the equity interests in the Company;

WHEREAS, Paine Schwartz is contemplating causing

the Company to effect an IPO;

WHEREAS, in consideration of Paine Schwartz agreeing

to undertake the IPO, the Company has agreed to permit Paine Schwartz to designate persons to the board of directors of the Company (the

“Board”) following the Effective Date on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual

covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each

of the parties to this Agreement agrees as follows:

1.            Board

Designation Rights.

(a)           From

the Effective Date, Paine Schwartz shall have the right, but not the obligation, to designate to the Board a number of designees as follows:

(i) a majority of Directors (as defined below), so long as Paine Schwartz continuously from the time of the IPO Beneficially Owns

shares of either Class A common stock, par value $0.0001 per share or Class V common stock, par value $0.0001 per share (collectively,

the “Common Stock”), representing at least 40% of the Fully Diluted Securities (as defined below); (ii) a number

of Directors equal to 40% of the Total Number of Directors, so long as Paine Schwartz continuously from the time of the IPO Beneficially

Owns shares of Common Stock representing at least 30% and less than 40% of the Fully Diluted Securities; (iii) a number of Directors

equal to 30% of the Total Number of Directors, so long as Paine Schwartz continuously from the time of the IPO Beneficially Owns shares

of Common Stock representing at least 20% and less than 30% of the Fully Diluted Securities; (iv) a number of Directors equal to

20% of the Total Number of Directors, so long as Paine Schwartz continuously from the time of the IPO Beneficially Owns shares of Common

Stock representing at least 10% and less than 20% of the Fully Diluted Securities; and (v) one Director, so long as Paine Schwartz

continuously from the time of the IPO Beneficially Owns shares of Common Stock representing at least 5% and less than 10% of the Fully

Diluted Securities (such persons, the “Nominees”). For purposes of calculating the number of Directors that Paine

Schwartz is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded

up to the nearest whole number (e.g., 1 ¼ Directors shall equate to 2 Directors) and any such calculations shall be made after

taking into account any increase in the Total Number of Directors.

(b)           In

the event that Paine Schwartz has designated less than the total number of designees Paine Schwartz shall be entitled to designate pursuant

to Section 1(a), Paine Schwartz shall have the right, at any time, to designate such additional designees to which it is

entitled, in which case, the Company shall take, and the Company hereby covenants that the Directors shall take, all necessary corporation

action to (i) enable Paine Schwartz to designate and effect the election or appointment of such additional individuals, whether

by increasing the size of the Board, or otherwise and (ii) appoint such additional individuals designated by Paine Schwartz to fill

such newly created directorships or to fill any other existing vacancies in accordance with Section 1(e) of this Agreement.

the size of the Board is expanded, Paine Schwartz shall be entitled to designate a number of Nominees to fill the newly created directorships

such that the total number of Nominees serving on the Board following such expansion will be equal to that number of Nominees that Paine

Schwartz would be entitled to designate in accordance with Section 1(a) if such expansion occurred immediately prior

to any meeting of the stockholders of the Company called with respect to the election of members of the Board. The Company shall take,

and the Company hereby covenants that the Directors shall take, all necessary corporation action to (i) enable Paine Schwartz to

designate and effect the election or appointment of additional designees in accordance with the preceding sentence and (ii) appoint

such additional designees in accordance with Section 1(e) of this Agreement.

(d)           In

the event that any Nominee shall cease to serve as a Director for any reason, Paine Schwartz shall be entitled to designate such person’s

successor in accordance with this Agreement (regardless of the number of shares of Common Stock Beneficially Owned by Paine Schwartz

at the time of such vacancy). The Company shall take, and the Company hereby covenants that the Directors shall take, all necessary corporation

action to (i) enable Paine Schwartz to designate and effect the election or appointment of successor designees in accordance with

the preceding sentence and (ii) appoint such successor designees in accordance with Section 1(e) of this Agreement.

It is understood that any such designee shall serve the remainder of the term of the Director whom such designee replaces.

(e)           In

each case where the Company has covenanted that the Directors shall take action to appoint a Nominee as a Director pursuant to any of

Sections 1(a) through (d) of this Agreement:

(i)            The

Directors shall appoint such Nominee unless the Board determines, in good faith, that appointing such Nominee would cause the Directors

to breach their fiduciary duties to the Company or its stockholders, in which case the Company shall provide Paine Schwartz with a notice

explaining in reasonable detail the basis for the Board’s determination, and Paine Schwartz shall have the right to designate an

alternative Nominee in accordance with Sections 1(a) through (d) of this Agreement; and

(ii)           The

Company hereby covenants that the Directors shall not fill any vacant or newly created directorship for which Paine Schwartz is entitled

to designate a Nominee other than in accordance with Sections 1(a) through (d) of this Agreement.

Without limiting the remedies available against the Company

for breach of its covenants set forth in this Agreement, during any time that the Directors have failed to appoint a Nominee as a Director

(including without limitation for the reasons set forth in the foregoing clauses (i) or (ii)), or if the Directors have appointed

a person as a Director in lieu of a Nominee that Paine Schwartz has designated in accordance with this Agreement:

(x) the Company shall not, without the prior written consent of Paine

Schwartz, consummate (and, to the fullest extent permitted by applicable law shall not enter

into) any transaction that would constitute a “Business Combination” under any

of clauses (i) through (iii) of Section 4(c) of Article Nine of

the Company’s Certificate of Incorporation, except for purposes of applying this sentence

the term “Interested Stockholder” shall mean any person or entity, whether or

not a record or beneficial owner of stock of the Company, other than Paine Schwartz; and

(y) the

Company shall, promptly following a written request from Paine Schwartz, (i) call

a special meeting of stockholders for the purpose of appointing a nominee to fill the vacant

or newly created directorship that has resulted in the right of Paine Schwartz to designate

a Nominee pursuant to this Agreement; (ii) shall prepare a proxy statement and proxy

card in connection with such special meeting, and shall include each Nominee in such proxy

statement (together with a supporting statement provided by Paine Schwartz), including in

the notice of meeting transmitted therewith, and proxy card as a nominee for Director; and

(iii) reimburse Paine Schwartz for any expenses it reasonably incurs in connection with

preparing its own proxy statement and proxy card and soliciting proxies or votes to appoint

one or more Nominees as Directors in connection with such meeting.

(f)            The

Company shall pay all reasonable out-of-pocket expenses incurred by the Nominees in connection with the performance of his

or her duties as a Director and in connection with his or her attendance at any meeting of the Board or a committee thereof.

(g)           For

purposes of this Agreement:

(i)            “Affiliate”

of any person shall mean any other person controlled by, controlling, or under common control with such person; where “control”

(including, with its correlative meanings, “controlling,” “controlled by,” and “under

common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or

policies (whether through ownership of securities, by contract, or otherwise).

(ii)           “Beneficially

Own” shall mean that a specified person has or shares the right, directly or indirectly, through any contract, arrangement,

understanding, relationship, or otherwise, to vote shares of capital stock of the Company.

(iii)          “Director”

means any member of the Board.

(iv)          “Fully

Diluted Securities” means the total number of shares of our Common Stock outstanding upon completion of the IPO, as adjusted

for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or similar changes in the Company’s

capitalization.

(v)           “Total

Number of Directors” means the total number of Directors comprising the Board.

(h)           No

reduction in the number of shares of Common Stock that Paine Schwartz Beneficially Owns shall shorten the term of any incumbent Director.

At the Effective Date, the Board shall be comprised of seven members and the initial Nominees shall be: Alex Corbacho, Bob DeBorde, Randy

Papadellis, Kevin Schwartz, Maria Stipp, Mark Partin and Kathy Vrabeck.

(i)            So

long as Paine Schwartz has the right to designate Nominees under Sections 1(a) through (d) or any such Nominee

is serving on the Board, the Company shall use its reasonable best efforts to maintain in effect at all times Directors and officers

indemnity insurance coverage reasonably satisfactory to Paine Schwartz and the Company’s Certificate of Incorporation and Bylaws

(each as may be further amended, supplemented, or waived in accordance with its terms) shall at all times provide for indemnification,

exculpation, and advancement of expenses to the fullest extent permitted under applicable law.

(j)            At

such time as the Company ceases to be a “controlled company” and is required by applicable law or The Nasdaq Global Select

Market (the “Exchange”) listing standards to have a majority of the Board comprised of “independent directors”

(subject in each case to any applicable phase-in periods), the Nominees shall include a number of persons that qualify as “independent

directors” under applicable law and the Exchange listing standards such that, together with any other “independent directors”

then serving on the Board that are not Nominees, the Board is comprised of a majority of “independent directors.”

(k)           At

any time that Paine Schwartz shall have any designation rights under Section 1, the Company shall not take any action and

the Company hereby covenants that the Directors shall not take any action, (including in each case effecting any amendment to the Company’s

Certificate of Incorporation or Bylaws), that could reasonably be expected to adversely affect the rights of Paine Schwartz under this

Agreement without the prior written consent of Paine Schwartz.

2.            Company

Obligations. The Company agrees to use all necessary corporation action to ensure that, prior to the date that Paine Schwartz ceases

to Beneficially Own shares of Common Stock representing at least 5% of the Fully Diluted Securities, (i) each Nominee is included

in the Board’s slate of Nominees to the stockholders (the “Board’s Slate”) for each election of Directors,

unless the Board determines, in good faith, that the inclusion of a Nominee in the Board’s Slate would not be in the best interest

of the Company and its stockholders (other than Paine Schwartz), in which case, Paine Schwartz shall have the right to designate an alternate

Nominee for inclusion in the Board’s Slate; and (ii) whether or not a Nominee is included in the Board’s Slate, each

Nominee shall be included in the proxy statement (together with a supporting statement provided by Paine Schwartz) and proxy card prepared

by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect

to the election of members of the Board (each, a “Director Election Proxy Statement”), and at every adjournment or

postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect

to the election of members of the Board. Paine Schwartz will promptly provide reporting to the Company after Paine Schwartz ceases to

Beneficially Own at least 5% of the Fully Diluted Securities, such that the Company is informed of when this obligation terminates. The

calculation of the number of Nominees that Paine Schwartz is entitled to designate to the Board’s Slate for any election of Directors

shall be based on the percentage of the Fully Diluted Securities immediately prior to the mailing to shareholders of the Director Election

Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S.

Securities and Exchange Commission (the “SEC”)). Unless Paine Schwartz notifies the Company otherwise prior to the

mailing to shareholders of the Director Election Proxy Statement relating to an election of Directors, the Nominees for such election

shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of Paine Schwartz for

the Board to include such Nominees on the Board’s Slate as contemplated by clause (i) of this Section 2; provided

that, in the event Paine Schwartz is no longer entitled to designate the full number of Nominees then serving on the Board, Paine Schwartz

shall provide advance written notice to the Company of which currently serving Nominee(s) shall be excluded from the Board’s

Slate and of any other changes to the list of Nominees. If Paine Schwartz fails to provide such notice prior to the mailing to shareholders

of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy

Statement with the SEC), a majority of the independent Directors then serving on the Board shall determine which of the Nominees then

serving on the Board will be included in the Board’s Slate as contemplated by clause (i) of this Section 2. Furthermore,

the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange, the

Company will elect to be a “controlled company” for purposes of the Exchange and will disclose in its annual meeting proxy

statement that it is a “controlled company” and the basis for that determination. The Company and Paine Schwartz acknowledge

and agree that, as of the Effective Date, the Company is a “controlled company” for purposes of the Exchange.

3.            Committees.

From and after the Effective Date hereof, the Company hereby covenants that the Board shall not form or designate any committee of the

Board unless Paine Schwartz has consented to such formation or designation, until such time as Paine Schwartz ceases to Beneficially

Own shares of Common Stock representing at least 5% of the Fully Diluted Securities. Notwithstanding the preceding sentence, the consent

of Paine Schwartz shall not be required if:

(a)           Paine

Schwartz has been provided the opportunity to designate a number of members of each committee of the Board equal to the nearest whole

number greater than the product obtained by multiplying (i) the number of shares of Common Stock continuously Beneficially Owned

by Paine Schwartz divided by the number of Fully Diluted Securities and (ii) the number of positions, including any vacancies, on

the applicable committee; or

(b)           none

of the Directors designated by Paine Schwartz pursuant to this Agreement are eligible to serve on the applicable committee under applicable

law or listing standards of the Exchange, including any applicable independence requirements (subject in each case to any applicable

exceptions, including those for newly public companies and for “controlled companies,” and any applicable phase-in periods).

The Company hereby covenants that the Nominees designated to serve

on a Board committee shall have the right to remain on such committee until the next election of Directors, regardless of the percentage

of the Fully Diluted Securities Beneficially Owned by Paine Schwartz following such designation. Unless Paine Schwartz notifies the Company

otherwise prior to the time the Board takes action to change the composition of a Board committee, and to the extent Paine Schwartz has

the requisite percentage of the Fully Diluted Securities to designate a Board committee member at the time the Board takes action to

change the composition of any such Board committee, any Nominee currently designated by Paine Schwartz to serve on a committee shall

be presumed to be re-designated for such committee. Without limiting the remedies available to Paine Schwartz, the Company shall not

consummate any act or transaction approved or recommended by a committee of the Board formed or designated in a manner inconsistent with

this Section 3 without the prior written consent of Paine Schwartz.

4.            Amendment

and Waiver. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and

is signed, in the case of an amendment, by the Company and Paine Schwartz or in the case of a waiver, by the party against whom the waiver

is to be effective. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver

thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other

right, power, or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided

by law. Paine Schwartz shall not be obligated to designate all (or any) of the Nominees it is entitled to designate pursuant to this

Agreement for any election of Directors, but the failure to do so shall not constitute a waiver of its rights hereunder for any purpose;

provided, however, that, subject to Section 2, in the event Paine Schwartz fails to designate all (or any) of the Nominees

they are each entitled to designate pursuant to this Agreement prior to the mailing to shareholders of the Director Election Proxy Statement

relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the SEC), the Compensation

and Nominating Committee of the Board shall be entitled to nominate individuals in lieu of such Nominees for inclusion in the Board’s

Slate and the applicable Director Election Proxy Statement with respect to the election for which such failure occurred, and Paine Schwartz

shall be deemed to have waived its rights hereunder solely with respect to such election. The rights and remedies herein provided shall

be cumulative and not exclusive of any rights or remedies provided by law.

5.            Benefit

of Parties. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted

successors and assigns. Notwithstanding the foregoing, the Company may not assign any of its rights or obligations hereunder without

the prior written consent of Paine Schwartz. Except as otherwise expressly provided in Section 6, nothing herein contained shall

confer or is intended to confer on any third party or entity that is not a party to this Agreement any rights under this Agreement.

6.            Assignment.

Upon written notice to the Company, Paine Schwartz may assign to any Affiliate of Paine Schwartz (other than a portfolio company), all

of its rights hereunder and, following such assignment, such assignee shall be deemed to be “Paine Schwartz” for all purposes

hereunder.

7.            Indemnification.

(a)           The

Company shall defend, indemnify, and hold harmless Paine Schwartz, their Affiliates, partners, employees, agents, Directors, managers,

officers, and controlling persons (collectively, the “Indemnified Parties”) from and against any and all actions,

causes of action, suits, claims, liabilities, losses, damages, costs, expenses, or obligations of any kind or nature (whether accrued

or fixed, absolute or contingent) in connection therewith (including reasonable attorneys’ and experts’ fees and expenses)

incurred by the Indemnified Parties before or after the date of this Agreement (each, an “Action”) arising directly

or indirectly out of, or in any way relating to, (i) Paine Schwartz or their Affiliates’ Beneficial Ownership of Common Stock

or other equity securities of the Company or control or ability to influence the Company or any of its subsidiaries (other than any such

Actions (x) to the extent such Actions arise out of any breach of this Agreement by an Indemnified Party or its Affiliates or the

breach of any fiduciary or other duty or obligation of such Indemnified Party to its direct or indirect equity holders, creditors, or

Affiliates or (y) to the extent such Actions are directly caused by such person’s willful misconduct), (ii) the business,

operations, properties, assets, or other rights or liabilities of the Company or any of its subsidiaries, or (iii) any services

provided prior, on, or after the date of this Agreement by Paine Schwartz or their respective Affiliates to the Company or any of its

subsidiaries. The Company shall defend at its own cost and expense in respect of any Action which may be brought against the Company

and/or its Affiliates and the Indemnified Parties. The Company shall defend at its own cost and expense any and all Actions which may

be brought in which the Indemnified Parties may be impleaded with others upon any Action by the Indemnified Parties, except that if such

damage shall be proven to be the direct result of gross negligence, bad faith, or willful misconduct by any of the Indemnified Parties,

then such Indemnified Party shall reimburse the Company for the costs of defense and other costs incurred by the Company in proportion

to such Indemnified Party’s culpability as proven. In the event of the assertion against any Indemnified Party of any Action or

the commencement of any Action, the Company shall be entitled to participate in such Action and in the investigation of such Action and,

after written notice from the Company to such Indemnified Party, to assume the investigation or defense of such Action (at the Company’s

sole cost and expense) with counsel of the Company’s choice at the Company’s expense; provided, however, that

such counsel shall be reasonably satisfactory to the Indemnified Party. Notwithstanding anything to the contrary contained herein, the

Company may retain one firm of counsel to represent all Indemnified Parties in such Action; provided, however, that the

Indemnified Party shall have the right to employ a single firm of separate counsel (and any necessary local counsel) and to participate

in the defense or investigation of such Action, and the Company shall bear the expense of such separate counsel (and local counsel, if

applicable). The Company further agrees that with respect to any Indemnified Party who is employed, retained, or otherwise associated

with, or appointed or nominated by, Paine Schwartz or any of their Affiliates and who acts or serves as a Director, officer, manager,

fiduciary, employee, consultant, advisor, or agent of, for, or to the Company or any of its subsidiaries, that the Company or such subsidiaries,

as applicable, shall be primarily liable for all indemnification, reimbursements, advancements, or similar payments (the “Indemnity

Obligations”) afforded to such Indemnified Party acting in such capacity or capacities on behalf or at the request of the Company,

whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including this Agreement), or

otherwise. The Company hereby agrees that in no event shall the Company or any of its subsidiaries have any right or claim against Paine

Schwartz for contribution or have rights of subrogation against Paine Schwartz through an Indemnified Party for any payment made by the

Company or any of its subsidiaries with respect to any Indemnity Obligation. In addition, the Company hereby agrees that in the event

that Paine Schwartz pay or advance an Indemnified Party any expenses with respect to an Indemnity Obligation, the Company will, or will

cause its subsidiaries to, as applicable, promptly reimburse Paine Schwartz for such payment or advance upon request, subject to the

receipt by the Company of a written undertaking executed by the Indemnified Party and Paine Schwartz that makes such payment or advance

to repay any such amounts if it shall ultimately be determined by a court of competent jurisdiction that such Indemnified Party was not

entitled to be indemnified by the Company. The foregoing right to indemnity and advancement shall be in addition to any rights that any

Indemnified Party may have at common law, pursuant to the Company’s Certificate of Incorporation or Bylaws, pursuant to any other

contract with the Company or otherwise, and shall remain in full force and effect following the completion or any termination of the

engagement. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold it harmless

as and to the extent contemplated by this Section 7, then the Company shall contribute to the amount paid or payable by the

Indemnified Party as a result of such Action in such proportion as is appropriate to reflect the relative benefits received by the Company,

on the one hand, and the Indemnified Party, as the case may be, on the other hand, as well as any other relevant equitable considerations.

(b)           The

Company hereby acknowledges that certain of the Indemnified Parties have certain rights to indemnification, advancement of expenses,

and/or insurance provided by investment funds managed by Paine Schwartz and certain of its Affiliates (collectively, the “Fund

Indemnitors”). The Company hereby agrees with respect to any indemnification, hold harmless obligation, expense advancement,

reimbursement provision, or any other similar obligation whether pursuant to or with respect to this Agreement, the organizational documents

of the Company or any of its subsidiaries, or any other agreement, as applicable, (i) that the Company and its subsidiaries are

the indemnitor of first resort (i.e., their obligations to the Indemnified Parties are primary and any obligation of the Fund Indemnitors

to advance expenses or to provide indemnification for claims, expenses, or obligations arising out of the same or similar facts and circumstances

suffered by any Indemnified Party are secondary), (ii) that the Company shall be required to advance the full amount of expenses

incurred by any Indemnified Party and shall be liable for the full amount of all expenses, liabilities, obligations, judgments, penalties,

fines, and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement, the organizational

documents of the Company or any of its subsidiaries, or any other agreement, as applicable, without regard to any rights any Indemnified

Party may have against the Fund Indemnitors, and (iii) that the Company, on behalf of itself and each of its subsidiaries, irrevocably

waives, relinquishes, and releases the Fund Indemnitors from any and all Actions against the Fund Indemnitors for contribution, subrogation,

or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors

on behalf of any Indemnified Party with respect to any Action for which any Indemnified Party has sought indemnification from the Company

shall affect the foregoing, and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement

or payment to all of the rights of recovery of any Indemnified Party against the Company. The Company agrees that the Fund Indemnitors

are express third-party beneficiaries of the terms of this Section 7(b).

8.            Headings.

Headings are for ease of reference only and shall not form a part of this Agreement.

9.            Governing

Law. This Agreement shall be construed in accordance with and governed by the law of the State of Delaware without giving effect

to the principles of conflicts of laws thereof.

10.          Jurisdiction.

Any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this

Agreement may be brought against any of the parties in any federal court located in the State of Delaware or any Delaware state court,

and each of the parties hereby consents to the exclusive jurisdiction of such court (and of the appropriate appellate courts) in any

such suit, action, or proceeding and waives any objection to venue laid therein. Process in any such suit, action, or proceeding may

be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing,

each of the parties agrees that service of process upon such party at the address referred to in Section 17, together with

written notice of such service to such party, shall be deemed effective service of process upon such party.

11.          WAIVER

OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING

OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

12.          Entire

Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes

all prior agreements, understandings, and negotiations, both written and oral, among the parties with respect to the subject matter hereof.

13.          Counterparts;

Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original. This Agreement

shall become effective when each party shall have received a counterpart hereof signed by each of the other parties. An executed copy

or counterpart hereof delivered by facsimile shall be deemed an original instrument.

14.          Severability.

If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any

extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected

thereby and shall be enforced to the greatest extent permitted by law. If any provision of this Agreement, or the application thereof

to any person or entity or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a suitable and equitable

provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such

invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons,

entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability

affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

15.          Further

Assurances. Each of the parties hereto shall execute and deliver such further instruments and do such further acts and things as

may be required to carry out the intent and purpose of this Agreement.

16.          Specific

Performance. Each of the parties hereto agree that, notwithstanding any other provision of this Agreement, irreparable damage would

occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled

to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions

hereof in any federal or state court located in the State of Delaware, in addition to any other remedy to which they are entitled at

law or in equity.

17.          Notices.

All notices, requests, and other communications to any party or to the Company shall be in writing (including telecopy or similar writing)

and shall be given,

If to the Company:

Suja Life, Inc.

3831 Ocean Ranch Blvd.

Oceanside, CA 92056

Attention: Maria Stipp, Chief Executive Officer; Jeff Pedersen, Chief Financial Officer; Heather Thomaselli, Chief Administrative Officer

Email: [***]; [***]; [***]

If to any member of Paine Schwartz or any Nominee:

Paine Schwartz Partners

One Franklin Parkway, Building 910, Suite 120

San Mateo, CA 94403

Attention: Kevin Schwartz; Alex Corbacho; Renata Lombardi Malavazzi; Robert Meyer

Email: [***]; [***]; [***]; [***]

In each case, with a copy to (which shall not constitute

notice):

c/c Kirkland & Ellis LLP

333 West Wolf Point Plaza

Chicago, IL 60654

Attention: Michael P. Keeley, P.C.; Ben Richards

Email: [***]; [***]

or to such other address or telecopier number as such party or the

Company may hereafter specify for the purpose of notice to the other parties and the Company. Each such notice, request, or other communication

shall be effective when delivered at the address specified in this Section 17 during regular business hours.

18.          Enforcement.

Each of the parties hereto covenant and agree that the disinterested members of the Board have the right to enforce, waive, or take any

other action with respect to this Agreement on behalf of the Company.

* * * * *

IN WITNESS WHEREOF, the parties hereto have executed

this Agreement on the date first above written.

SUJA LIFE, INC.

By:

/s/ Maria Stipp

Name:

Maria Stipp

Title:

Chief Executive Officer

PAINE SCHWARTZ FOOD CHAIN FUND V B, L.P.

By: Paine Schwartz Food Chain Fund V GP, L.P.

Its: General Partner

By: Paine Schwartz Food Chain Fund V GP, Ltd.

Its: General Partner

By:

/s/ Kevin Schwartz

Name:

Kevin Schwartz

Title:

Director

PAINE SCHWARTZ FOOD CHAIN FUND V C, L.P.

By: Paine Schwartz Food Chain Fund V GP, L.P.

Its: General Partner

By: Paine Schwartz Food Chain Fund V GP, Ltd.

Its: General Partner

By:

/s/ Kevin Schwartz

Name:

Kevin Schwartz

Title:

Director

PAINE SCHWARTZ FOOD CHAIN FUND V D, L.P.

By: Paine Schwartz Food Chain Fund V GP, L.P.

Its: General Partner

By: Paine Schwartz Food Chain Fund V GP, Ltd.

Its: General Partner

By:

/s/ Kevin Schwartz

Name:

Kevin Schwartz

Title:

Director

PSP SUJA LIFE HOLDINGS, L.P.

By: Paine Schwartz Food Chain Fund V GP, L.P.

Its: General Partner

By: Paine Schwartz Food Chain Fund V GP, Ltd.

Its: General Partner

By:

/s/ Kevin Schwartz

Name:

Kevin Schwartz

Title:

Director

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2530822d27_ex10-2.htm · Sequence: 6

Exhibit 10.2

SUJA LIFE HOLDINGS, L.P.

SIXTH AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

Dated as of May 7, 2026

THE UNITS REPRESENTED BY THIS SIXTH AMENDED AND

RESTATED LIMITED PARTNERSHIP AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE

SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE

REGISTRATION UNDER SUCH ACT AND LAWS OR AN EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH

HEREIN.

CERTAIN UNITS MAY ALSO BE SUBJECT TO ADDITIONAL

RESTRICTIONS ON TRANSFER SET FORTH HEREIN AND/OR IN A SEPARATE AGREEMENT WITH THE INITIAL HOLDER OF SUCH UNITS. A COPY OF SUCH AGREEMENT

MAY BE OBTAINED BY THE HOLDER OF SUCH UNITS UPON WRITTEN REQUEST TO THE PARTNERSHIP AND WITHOUT CHARGE.

TABLE OF CONTENTS

Page

Article I

DEFINITIONS

Article II

ORGANIZATIONAL MATTERS

Section 2.1

Formation of the Partnership

Section 2.2

Limited Partnership Agreement

Section 2.3

Name

Section 2.4

Purpose

Section 2.5

Principal Office; Registered Office

Section 2.6

Term

Section 2.7

Intended Tax Treatment

Section 2.8

Withdrawal of Prior General Partner and Admission of

General Partner

Article III

UNITS, CAPITAL CONTRIBUTIONS AND ACCOUNTS

Section 3.1

Units; Capitalization

Section 3.2

Authorization and Issuance of Additional Units

Section 3.3

Repurchase or Redemptions

Section 3.4

Equity Subdivisions and Combinations

Section 3.5

General Authority

Section 3.6

Capital Accounts

Section 3.7

Negative Capital Accounts; No Interest Regarding Positive

Capital Accounts

Section 3.8

No Withdrawal

Section 3.9

Loans From Partners

Section 3.10

Adjustments to Capital Accounts for Distributions In-Kind

Section 3.11

Transfer of Capital Accounts

Section 3.12

Adjustments to Book Value

Section 3.13

Compliance With Section 1.704-1(b)

Article IV

DISTRIBUTIONS AND ALLOCATIONS

Section 4.1

Distributions

Section 4.2

Allocations

Section 4.3

Special Allocations

Section 4.4

Offsetting Allocations

Section 4.5

Tax Allocations

Section 4.6

Indemnification and Reimbursement for Payments on Behalf

of a Partner

Article V

MANAGEMENT AND CONTROL OF THE PARTNERSHIP

Section 5.1

Management by the General Partner

Section 5.2

Investment Company Act

Section 5.3

Officers

Section 5.4

Fiduciary Duties

Article VI

EXCULPATION AND INDEMNIFICATION

Section 6.1

Exculpation

Section 6.2

Indemnification

Section 6.3

Expenses

Section 6.4

Non-Exclusivity; Savings Clause

Section 6.5

Insurance

Article VII

ACCOUNTING AND RECORDS; TAX MATTERS

Section 7.1

Accounting and Records

Section 7.2

Preparation of Tax Returns

Section 7.3

Tax Elections

Section 7.4

Tax Controversies

Section 7.5

Code Section 83 Safe Harbor Election

Article VIII

TRANSFER OF UNITS; ADMISSION OF NEW PARTNERS

Section 8.1

Transfer of Units

Section 8.2

Recognition of Transfer; Substituted and Additional

Limited Partners

Section 8.3

Expense of Transfer; Indemnification

Section 8.4

Exchange Agreement

Section 8.5

Admission of a Successor General Partner

Article IX

WITHDRAWAL AND RESIGNATION OF LIMITED PARTNERS

Section 9.1

Withdrawal and Resignation of Limited Partners

Section 9.2

General Partner

Section 9.3

Former General Partner’s Liabilities

Article X

DISSOLUTION AND LIQUIDATION

Section 10.1

Dissolution

Section 10.2

Liquidation and Termination

Section 10.3

Securityholders Agreement

Section 10.4

Cancellation of Certificate

Section 10.5

Reasonable Time for Winding Up

Section 10.6

Return of Capital

Section 10.7

Hart-Scott-Rodino

Article XI

GENERAL PROVISIONS

Section 11.1

Power of Attorney

Section 11.2

Amendments

Section 11.3

Title to the Partnership Assets

Section 11.4

Remedies

Section 11.5

Successors and Assigns

Section 11.6

Severability

Section 11.7

Counterparts; Binding Agreement

Section 11.8

Descriptive Headings; Interpretation

Section 11.9

Applicable Law

Section 11.10

Addresses and Notices

Section 11.11

Creditors

Section 11.12

No Waiver

Section 11.13

Further Action

Section 11.14

Entire Agreement

Section 11.15

Delivery by Electronic Means

Section 11.16

Certain Acknowledgments

Section 11.17

Consent to Jurisdiction; WAIVER OF TRIAL BY JURY

Section 11.18

Representations and Warranties

Section 11.19

Tax Receivable Agreement

Unit Ownership Ledger

SUJA LIFE HOLDINGS, L.P.

SIXTH AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

THIS SIXTH AMENDED AND

RESTATED LIMITED PARTNERSHIP AGREEMENT of Suja Life Holdings, L.P., a Delaware limited partnership (the “Partnership”),

is entered into as of May 7, 2026 (the “Effective Date”), by and among the Partnership, Suja Life Holdings GP,

LLC, a Delaware limited liability company (the “Prior General Partner”), Suja Life, Inc., a Delaware corporation

(“Pubco”), Suja Life Consortium Aggregator, L.P., a Delaware limited partnership (the “Aggregator”),

Suja Life Sub, Inc., a Delaware corporation (the “Corporation Sub”), Vive Buyer, Inc., a Delaware corporation,

Slice Life Intermediate Holdings, LLC, a Delaware limited liability company, and each other Person admitted to the Partnership as a Limited

Partner from time to time pursuant to the terms and conditions of this Agreement.

WHEREAS, the Certificate

was filed with the Office of the Secretary of State of Delaware on July 20, 2021;

WHEREAS, the limited partnership

agreement of the Partnership was amended and restated on December 31, 2024, and subsequently amended pursuant to that certain Amendment

No. 1 on the Effective Date (as so amended, the “Prior Agreement”);

WHEREAS, in connection with

and prior to the initial public offering of Class A Common Stock of Pubco (the “IPO”), certain Partners acquired

certain Partnership equity interests;

WHEREAS, in connection with

the IPO: (i) the Partnership and the Partners desire to recapitalize the Partnership’s equity interests pursuant to this Agreement

such that all of the equity interests held by the Partners as of the Effective Date but immediately prior to such recapitalization are

automatically converted into a number of Series A Units that have an equivalent aggregate value as of the Effective Date; (ii) the

Prior General Partner shall withdraw as general partner of the Partnership, and Pubco shall be admitted to the Partnership as its general

partner (the “GP Transition”); (iii) upon the effectiveness of the GP Transition, the Prior General Partner will

be dissolved in accordance with the Delaware Act; (iv) Pubco will purchase, directly or indirectly through one or more wholly owned

Subsidiaries (as defined below), Series A Units using a portion of the net proceeds of the IPO; and (v) Pubco, the Corporation

Sub, the Partnership and Aggregator will enter into the Exchange Agreement, pursuant to which Aggregator (and its successors and assigns)

will be permitted to exchange Series A Units (together with the corresponding number of shares of Class V Common Stock) for

Class A Common Stock or the Cash Payment (as defined therein) (clauses (i) through (v), collectively, the “IPO

Transactions”);

WHEREAS, the parties hereto

desire to enter into this Agreement to amend and restate, replace and supersede in its entirety the Prior Agreement as set forth herein

to give effect to the IPO Transactions and reflect the admission of Pubco as the general partner of the Partnership.

NOW, THEREFORE, in consideration

of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

the Partners, intending to be legally bound, hereby agree as follows:

Article I

DEFINITIONS

Capitalized terms used but

not otherwise defined herein shall have the following meanings:

“704(c) Event”

has the meaning set forth in Section 4.5(b)(ii).

“Additional Limited

Partner” means a Person admitted to the Partnership as a Limited Partner pursuant to Section 8.2.

“Adjusted Capital

Account Deficit” means, with respect to any Capital Account as of the end of any Taxable Year, the amount by which the balance

in such Capital Account is less than zero. For this purpose, such Person’s Capital Account balance shall be (i) reduced for

any items described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) and (ii) increased for any

amount such Person is obligated to contribute or is treated as being obligated to contribute to the Partnership pursuant to Treasury

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) (relating

to Minimum Gain).

“Affiliate”

of any Person means any other Person controlled by, controlling or under common control with such Person, and in the case of any Partner

that is a partnership, limited liability company, corporation or similar entity, any partner, member or stockholder of such Partner;

provided, that the Partnership and its Subsidiaries shall not be deemed to be Affiliates of any Partner. As used in this definition,

“control” (including, with its correlative meanings, “controlling,” “controlled by” 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 ownership of securities, by contract or otherwise).

“Aggregator”

has the meaning set forth in the Preamble, together with its successors and assigns; provided that, in the event that the Aggregator

has not appointed a successor prior to the date on which it dissolves, liquidates, winds up, terminates or otherwise ceases to exist,

PSP shall be deemed to be a successor to the Aggregator for all applicable purposes of this Agreement, including Section 7.4.

“Agreement”

means this Sixth Amended and Restated Limited Partnership Agreement, as it may be amended, modified and/or supplemented from time to

time in accordance with the terms hereof.

“Assumed Tax Liability”

means, with respect to any Limited Partner for any Fiscal Quarter, an amount that, in the good faith estimation of the General Partner,

equals the product of (a) the amount of taxable income of the Partnership allocable to such Partner in respect of such Fiscal Quarter

(which shall include gross or net income allocations of items of Profit or Loss), determined (w) by assuming such Partner earned

solely the items of income, gain, deduction, loss and/or credit allocated to such Partner by the Partnership for such taxable period,

(x) without regard to adjustments under Section 732(d), 734(b) and 743(b) of the Code, (y) by including adjustments

to taxable income in respect of Section 704(c) of the Code and (z) reducing such taxable income by net taxable losses

of the Partnership allocated to such Partner for prior taxable periods beginning after the Effective Date to the extent that such losses

are of a character (ordinary or capital) that would permit the losses to be deducted by such Partner against the current taxable income

of the Partnership allocable to the Partner for such Fiscal Quarter and have not previously been taken into account in determining such

Partner’s Assumed Tax Liability, multiplied by (b) the Assumed Tax Rate; provided, that in the case of Pubco, the Assumed

Tax Liability shall in no event be less than the amount that will enable Pubco to meet its obligations pursuant to the Tax Receivable

Agreement for the relevant Taxable Year.

“Assumed Tax Rate”

means the combined maximum U.S. federal, state and local income tax rate applicable to a taxable individual or corporation in any jurisdiction

in the United States (whichever is higher), including pursuant to Section 1411 of the Code, in each case, taking into account all

jurisdictions in which the Partnership is required to file income tax returns and the relevant apportionment information, in effect for

the applicable Fiscal Quarter (making an appropriate adjustment for any rate changes that take place during such period and taking into

account the character of the income).

“Audit”

has the meaning set forth in Section 7.4(b).

“Board”

means the board of directors of Pubco.

“Book Value”

means, with respect to any of the Partnership property, the Partnership’s adjusted basis for federal income Tax purposes, adjusted

from time to time to reflect the adjustments required or permitted (in the case of permitted adjustments, to the extent the Partnership

makes such permitted adjustments) by Treasury Regulations Sections 1.704-1(b)(2)(iv)(d)-(g).

“Business Day”

means any day other than a Saturday, Sunday or other day on which the banks located in New York, New York, Chicago, Illinois or

Los Angeles, California are authorized or obligated to be closed.

“Capital Account”

means the capital account maintained for a Limited Partner pursuant to Section 3.6 and the other applicable provisions of

this Agreement.

“Capital Contributions”

means any cash, cash equivalents, promissory obligations or the Fair Market Value of any other property that a Partner contributes (or

is deemed by the General Partner to have contributed) to the Partnership with respect to any Unit pursuant to Section 3.1

or Section 3.11.

“Cash Payment”

has the meaning set forth in the Exchange Agreement.

“Certificate”

means the Partnership’s Certificate of Limited Partnership as filed with the Secretary of State of Delaware, as the same may be

amended from time to time.

“Certificate of

Amendment” has the meaning set forth in Section 2.8(b).

“Certificate of

Cancellation” has the meaning set forth in Section 2.8(b).

“Class A Common

Stock” means shares of class A common stock, par value $0.0001 per share, of Pubco.

“Class V Common

Stock” means shares of class V common stock, par value $0.0001 per share, of Pubco.

“Code”

means the United States Internal Revenue Code of 1986, as amended. Such term, if elected by the General Partner in its sole discretion,

shall be deemed to include any future amendments to the Code and any corresponding provisions of succeeding Code provisions (whether

or not such amendments and corresponding provisions are mandatory or discretionary).

“Corporate Subsidiary”

means any direct or indirect Subsidiary of Pubco that holds, directly or indirectly, Units.

“Corporation Sub”

has the meaning set forth in the preamble of this Agreement.

“Delaware Act”

means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101, et seq., as it may be amended from time

to time, and any successor thereto.

“Distribution”

means each distribution made by the Partnership to a Partner, with respect to such Person’s Units, whether in cash, property or

securities and whether by liquidating distribution, redemption, repurchase or otherwise; provided that notwithstanding anything

in the foregoing to the contrary, none of the following, standing alone, shall be deemed to be a Distribution hereunder: (i) any

recapitalization, exchange or conversion of securities of the Partnership; (ii) any subdivision (by unit split or otherwise) or

any combination (by reverse unit split or otherwise) of any outstanding Units; (iii) any Tax Distribution and (iv) any repurchase

of Units pursuant to any right of first refusal or similar repurchase right in favor of the Partnership.

“Effective Date”

has the meaning set forth in the Preamble.

“Equity Agreement”

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

“Equity Securities”

means (i) any Units, capital stock, partnership, membership or limited liability company interests or other equity interests (including

other classes, groups or series thereof having such relative rights, powers and/or obligations as may from time to time be established

by the General Partner, including rights, powers and/or duties different from, senior to or more favorable than existing classes, groups

and series of Units, capital stock, partnership, membership or limited liability company interests or other equity interests, and including

any profits interests), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable

into Units, capital stock, partnership interests, membership or limited liability company interests or other equity interests and (iii) warrants,

options or other rights to purchase or otherwise acquire Units, capital stock, partnership interests, membership or limited liability

company interests or other equity interests. Unless the context otherwise indicates, the term “Equity Securities”

refers to Equity Securities of the Partnership.

“Event of Withdrawal”

means the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Partner or the occurrence of any other event upon

which a Partner withdraws from the Partnership by operation of law or otherwise.

“Exchange”

has the meaning set forth in the Exchange Agreement.

“Exchange Agreement”

means the Exchange Agreement, dated as of the Effective Date, by and among Pubco, the Partnership and the Aggregator, as the same may

be amended, amended and restated or replaced from time to time.

“Exchange Rate”

has the meaning set forth in the Exchange Agreement.

“Exchangeable Unit”

means a Series A Unit held by any Limited Partner (other than Pubco, the Corporation Sub or any of their respective wholly owned

Subsidiaries).

“Fair Market Value”

means, as of any date of determination, (i) with respect to a Unit, an amount equal to the applicable Partner’s Pro Rata Share

of the Total Equity Value as of such date (as determined in good faith by the General Partner) divided by the number of Units

held by such Partner as of such date, and (ii) with respect to any other non-cash assets, the fair market value for such property

as between a willing buyer under no compulsion to buy and a willing seller under no compulsion to sell in an arm’s-length transaction

occurring on such date, taking into account all relevant factors determinative of value (including in the case of securities, any restrictions

on transfer applicable thereto or, if such securities are traded on a securities exchange or automated or electronic quotation system,

the quoted price for such securities as of the date of determination), as reasonably determined in good faith by the General Partner.

“Fiscal Quarter”

means each calendar quarter ending March 31, June 30, September 30 and December 31, or such other quarterly accounting

period as may be established by the General Partner.

“Fiscal Year”

means the 12-month period ending on December 31, or such other annual accounting period as may be established by the General Partner.

“Forfeiture Allocations”

has the meaning set forth in Section 4.3(f).

“General Partner”

means (i) Pubco so long as Pubco has not withdrawn as the General Partner pursuant to Section 5.1(c) and (ii) any

successor thereof appointed as General Partner in accordance with Section 5.1(c). Unless the context otherwise requires,

references herein to the General Partner shall refer to the General Partner acting in its capacity as such.

“Governmental Entity”

means the United States of America or any other nation, any state or other political subdivision thereof or any entity exercising executive,

legislative, judicial, regulatory or administrative functions of government.

“GP Transition”

has the meaning set forth in the Recitals.

“HSR Act”

has the meaning set forth in Section 10.7.

“Indemnitee”

has the meaning set forth in Section 6.2.

“Investment Company

Act” means the Investment Company Act of 1940, as amended from time to time.

“IPO”

has the meaning set forth in the Recitals.

“IPO 704(c) Event”

has the meaning set forth in Section 3.12.

“IPO Transactions”

has the meaning set forth in the Recitals.

“IRS Notice”

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

“Limited Partner”

means each Person listed on the Unit Ownership Ledger and any Person admitted to the Partnership as a Substituted Limited Partner or

Additional Limited Partner in accordance with the terms and conditions of this Agreement, in each case, in such Person’s capacity

as a limited partner of the Partnership; but in each case only for so long as such Person is shown on the Partnership’s books and

records as the owner of one or more Units.

“Liquidation Assets”

has the meaning set forth in Section 10.2(b).

“Liquidation FMV”

has the meaning set forth in Section 10.2(b).

“Liquidation Statement”

has the meaning set forth in Section 10.2(b).

“Losses”

means items of the Partnership loss and deduction determined according to Section 3.6.

“Minimum Gain”

means the partnership minimum gain determined pursuant to Treasury Regulations Section 1.704-2(d).

“Notice Date”

has the meaning set forth in Section 4.5(b)(ii).

“Obligations”

has the meaning set forth in Section 6.2.

“Partners”

means the General Partner and the Limited Partners. The Partners shall constitute the “partners” (as that term is defined

in the Delaware Act) of the Partnership.

“Partnership”

has the meaning set forth in the Preamble.

“Partnership Representative”

has the meaning set forth in Section 7.4(a).

“Partnership Tax

Audit Rules” means Code Sections 6221 through 6241, together with any guidance issued thereunder or successor provisions and

any similar provision of state or local Tax laws.

“Per Share Cash

Settlement Threshold Price” has the meaning set forth in the Exchange Agreement.

“Permitted Transferee”

means, with respect to any Person, (i) any of such Person’s Affiliates, (ii) any direct or indirect partner, member,

stockholder or other equityholder of such Person and (iii) any Person who is a transferee of Units in a Transfer approved by the

General Partner.

“Person”

means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint

venture, an unincorporated organization, association or other entity or a Governmental Entity.

“Prior Agreement”

has the meaning set forth in the Recitals.

“Prior General Partner”

has the meaning set forth in the Preamble.

“Prior GP Indemnified

Persons” has the meaning set forth in Section 6.2.

“Pro Rata Share”

means with respect to each Partner, a fraction, the numerator of which is the aggregate number of Series A Units held by such Partner,

and the denominator of which is the aggregate number of Series A Units then outstanding.

“Profits”

means items of Partnership income and gain determined according to Section 3.6.

“PSP”

means Paine Schwartz Partners, LLC, a Delaware limited liability company, or its designee.

“Pubco”

has the meaning set forth in the Preamble.

“Registration Rights

Agreement” means that certain Registration Rights Agreement, dated as of August 23, 2021, by and among Pubco and certain

other parties thereto, as the same may be amended, amended and restated or replaced from time to time.

“Regulatory Allocations”

has the meaning set forth in Section 4.3(e).

“Securities Act”

means the Securities Act of 1933, as amended, and applicable rules and regulations thereunder, and any successor to such statute,

rules or regulations. Any reference herein to a specific section, rule or regulation of the Securities Act shall be deemed

to include any corresponding provisions of future law.

“Securities Exchange

Act” means the Securities Exchange Act of 1934, as amended, and applicable rules and regulations thereunder, and any successor

to such statute, rules or regulations. Any reference herein to a specific section, rule or regulation of the Securities Exchange

Act shall be deemed to include any corresponding provisions of future law.

“Series A Unit”

means a Unit having the rights and obligations specified with respect to a Series A Unit in this Agreement.

“Specified Audit”

has the meaning set forth in Section 7.4(c).

“Subsidiary”

means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if

a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency)

to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that

Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company,

partnership, association or other business entity (other than a corporation), a majority of the limited liability company, partnership

or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more

Subsidiaries of that Person or a combination thereof. For purposes hereof and without limitation, a Person or Persons shall be deemed

to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a

corporation) if such other Person or Persons shall be allocated a majority of limited liability company, partnership, association or

other business entity gains or losses or shall be or shall control the manager, managing member, managing director (or a board comprised

of any of the foregoing) or general partner of such limited liability company, partnership, association or other business entity. For

purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person

has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the

Partnership.

“Substituted Limited

Partner” means a Person that is admitted as a Limited Partner to the Partnership pursuant to Section 8.2, or any

transferee that has been admitted as a Limited Partner in connection with a Transfer of Units hereunder.

“Successor General

Partner” means a Person admitted to the Partnership as a successor General Partner in accordance with the terms of this Agreement.

“Tax”

or “Taxes” means any federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum,

add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall

profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll,

license, employee or other withholding or other tax of any kind whatsoever, including any transferee liability and any interest, penalties

or additions to tax or additional amounts in respect of the foregoing.

“Tax Advances”

has the meaning set forth in Section 4.6.

“Tax Distribution”

has the meaning set forth in Section 4.1(a)(i).

“Tax Distribution

Conditions” has the meaning set forth in Section 4.1(a)(i).

“Tax Distribution

Date” means April 10, June 10, September 10 and December 10 of each calendar year, which shall be adjusted

by the General Partner as reasonably necessary to take into account changes in estimated tax payment due dates for U.S. federal income

Taxes under applicable law or otherwise as necessary to permit the timely payment of any Assumed Tax Liability.

“Tax Receivable

Agreement” means the Tax Receivable Agreement dated as of the Effective Date, by and among Pubco, the Partnership and the other

parties thereto, as the same may be amended, amended and restated or replaced from time to time.

“Taxable Year”

means the Partnership’s accounting period for federal income Tax purposes determined pursuant to Section 7.3 or such

other year as is determined by the General Partner in compliance with Section 706 of the Code.

“Total Equity Value”

means, as of any date of determination, the aggregate proceeds that would be received by the Partners if: (i) the assets of the

Partnership were sold at their fair market value to an independent third-party on arm’s-length terms, with neither the seller nor

the buyer being under compulsion to buy or sell such assets; (ii) the Partnership satisfied and paid in full all of its obligations

and liabilities (including all Taxes, costs and expenses incurred in connection with such transaction and any amounts reserved by the

General Partner with respect to any contingent or other liabilities); and (iii) such net sale proceeds were then distributed in

accordance with Section 4.1, all as determined by the General Partner in good faith based upon the Per Share Cash Settlement

Threshold Price as of such date.

“Traditional Method

with Curative Allocations” has the meaning set forth in Section 4.5(b).

“Transaction Documents”

means, collectively, this Agreement, the Exchange Agreement, the Registration Rights Agreement, the Tax Receivable Agreement and all

other agreements, instruments, certificates and other documents entered into or delivered by any Partner in connection with the transactions

contemplated hereby or thereby.

“Transfer”

has the meaning set forth in Section 8.1.

“Treasury Regulations”

means the income Tax regulations promulgated under the Code and effective as of the date of this Agreement. Such term, if elected by

the General Partner in its sole discretion, shall be deemed to include any future amendments to such regulations and any corresponding

provisions of succeeding regulations (whether or not such amendments and corresponding provisions are mandatory or discretionary).

“Unit”

means a partnership interest in the Partnership of a Partner or representing a fractional part of the interests in Profits, Losses and

Distributions of the Partnership held by all Partners and shall include Series A Units.

“Unit Ownership

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

Article II

ORGANIZATIONAL MATTERS

Section 2.1            Formation

of the Partnership. The Partnership was formed in the State of Delaware on July 20, 2021 pursuant to the provisions of the

Delaware Act.

Section 2.2            Limited

Partnership Agreement. The Partners hereby execute this Agreement for the purpose of amending and restating the Prior Agreement

and establishing the affairs of the Partnership and the conduct of its business in accordance with the provisions of the Delaware Act.

The Partners hereby agree that during the term of the Partnership set forth in Section 2.6 the rights, powers and obligations

of the Partners with respect to the Partnership will be determined in accordance with the terms and conditions of this Agreement and,

except where the Delaware Act provides that such rights, powers and obligations shall apply “unless otherwise provided in a partnership

agreement” or words of similar effect and such rights, powers and obligations are set forth in this Agreement, the Delaware Act

shall govern; provided, that, notwithstanding the foregoing or anything to the contrary herein, Section 17-305(a) of

the Delaware Act (entitled “Access to and Confidentiality of Information; Records”) shall not apply to or be incorporated

into this Agreement, and each Partner hereby expressly waives any and all rights under such Section.

Section 2.3            Name.

The name of the Partnership shall be “Suja Life Holdings, L.P.”. The General Partner in its sole discretion may change the

name of the Partnership at any time and from time to time. Notification of any such name change shall be given to all Partners. The Partnership’s

business may be conducted under its name and/or any other name or names deemed advisable by the General Partner.

Section 2.4            Purpose.

The purpose and business of the Partnership shall be to engage in any lawful act or activity that may be conducted by a limited partnership

formed pursuant to the Delaware Act and engage in all other lawful acts or activities necessary or incidental to the foregoing. Notwithstanding

anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Partnership to possess any purpose or

power, or to do any act, forbidden by law.

Section 2.5            Principal

Office; Registered Office. The principal office of the Partnership shall be located at 3831 Ocean Ranch Blvd, Oceanside, California

92056, or at such other place inside or outside the state of Delaware as the General Partner may from time to time designate, and all

business and activities of the Partnership shall be deemed to have occurred at its principal office. The Partnership may maintain offices

at such other place or places as the General Partner deems advisable. The address of the registered office of the Partnership in the

State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be

a place of business of the Partnership) as the General Partner may designate from time to time in the manner provided by applicable law,

and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be the registered

agent named in the Certificate or such Person or Persons as the General Partner may designate from time to time in the manner provided

by applicable law.

Section 2.6            Term.

The term of the Partnership commenced upon the filing of the Certificate with the office of the Secretary of State of Delaware in accordance

with the Delaware Act and shall continue in existence until the Partnership shall be terminated and dissolved in accordance with the

provisions of Article X.

Section 2.7            Intended

Tax Treatment. The Partners intend that the Partnership shall be treated as a partnership for federal and, if applicable, state

and local income tax purposes, and each Partner and the Partnership shall file all tax returns and shall otherwise take all tax and financial

reporting positions in a manner consistent with such treatment.

Section 2.8            Withdrawal

of Prior General Partner and Admission of General Partner.

(a)           Effective

as of the Effective Date, and upon the consummation of the GP Transition: (i) the Prior General Partner hereby withdraws as general

partner of the Partnership and ceases to be a Partner, and (ii) in accordance with Section 17-401(a) of the Delaware Act,

Pubco is hereby admitted to the Partnership as its sole general partner.

(b)           Following

the GP Transition: (i) a certificate of cancellation shall be filed with the Office of the Secretary of State of Delaware with respect

to the Prior General Partner (the “Certificate of Cancellation”) and the Prior General Partner shall be dissolved

in accordance with the Delaware Act; and (ii) Pubco, as General Partner, shall file or cause to be filed with the Office of the

Secretary of State of Delaware a certificate of amendment to the Certificate reflecting the GP Transition (the “Certificate

of Amendment”).

shall be admitted to the Partnership without making a Capital Contribution, or being obligated to make a Capital Contribution, and without

acquiring any Units in the Partnership. As the General Partner, Pubco’s direct interest in the Partnership is, as of the Effective

Date, non-economic, and Pubco will not receive any direct allocations or distributions pursuant to this Agreement unless and until Pubco

directly holds Series A Units.

(d)           Each

Limited Partner acknowledges that the General Partner may be capitalized with only de minimis or no funds, and each Limited Partner

hereby forever releases and discharges, and agrees that it will make no claims against, any direct or indirect director, officer, member,

manager, partner or holder of equity interests in the General Partner based upon any claims against the General Partner arising under

or in connection with this Agreement, including under any “veil piercing” or similar theory, and whether due to claims of

undercapitalization of the General Partner or otherwise. Each of the direct and indirect directors, officers, members, managers, partners

and holders of equity interests in the General Partner is an express third-party beneficiary of this Section 2.8.

Article III

UNITS, CAPITAL CONTRIBUTIONS AND ACCOUNTS

Section 3.1            Units;

Capitalization.

(a)           Units;

Capitalization. The Partnership shall have the authority to issue an unlimited number of Series A Units. The ownership by a

Partner of Series A Units shall entitle such Partner to allocations of Profits and Losses and other items and Distributions of cash

and other property as set forth in Article IV hereof.

(b)           Unit

Ownership Ledger; Capital Contributions. The Partnership shall create and maintain a ledger (the “Unit Ownership Ledger”)

setting forth: (a) the name and address of the General Partner and each Limited Partner, (b) the number of Units (if any) of

each class of Units held of record by each such Partner and (c) the amount of the Capital Contribution (if any) made (or deemed

to have been made) with respect to each class of Units held by such Partner and the date of such Capital Contribution. Upon any change

in the number or ownership of outstanding Units (whether upon an issuance of Units, a Transfer of Units, a cancellation of Units or otherwise),

the Partnership shall amend and update the Unit Ownership Ledger. Absent manifest error, the ownership interests recorded on the Unit

Ownership Ledger shall be conclusive record of the Units that have been issued and are outstanding. Each Partner named in the Unit Ownership

Ledger has made (or shall be deemed to have made) Capital Contributions to the Partnership as set forth in the Unit Ownership Ledger

in exchange for the Units specified in the Unit Ownership Ledger. Any reference in this Agreement to the Unit Ownership Ledger shall

be deemed a reference to the Unit Ownership Ledger as amended and in effect from time to time.

Legends. Units shall be issued in uncertificated form; provided that, at the request of any Limited Partner, the General

Partner may cause the Partnership to issue one or more certificates to any such Partner holding Units representing in the aggregate the

Units held by such Partner. If any certificate representing Units is issued, then such certificate shall bear a legend substantially

in the following form:

THIS CERTIFICATE EVIDENCES UNITS REPRESENTING

A PARTNERSHIP INTEREST IN SUJA LIFE HOLDINGS, L.P. THE PARTNERSHIP INTEREST IN SUJA LIFE HOLDINGS, L.P. REPRESENTED BY THIS CERTIFICATE

HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT

BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE PARTNERSHIP INTEREST IN SUJA LIFE HOLDINGS, L.P.

REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP

AGREEMENT OF SUJA LIFE HOLDINGS, L.P., DATED AS OF MAY 7, 2026, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH

SHALL BE FURNISHED BY THE PARTNERSHIP TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

(d)           Conversion

of Prior Partnership Interests. Contemporaneous with the execution and effectiveness of this Agreement, all of the partnership interests

in the Partnership that were issued and outstanding and held by the Partners immediately prior to the effectiveness of this Agreement

are hereby converted into the Series A Units as set forth on the Unit Ownership Ledger.

Section 3.2            Authorization

and Issuance of Additional Units.

(a)           Subject

to Section 11.2, the General Partner shall have the right to cause the Partnership to issue and/or create and issue at any

time after the Effective Date, and for such amount and form of consideration as the General Partner may determine, additional Units or

other Equity Securities of the Partnership (including creating classes or series thereof having such powers, designations, preferences

and rights as may be determined by the General Partner). The General Partner shall have the power to make such amendments to this Agreement

in order to provide for such powers, designations, preferences and rights as the General Partner in its discretion deems necessary or

appropriate to give effect to such additional authorization or issuance in accordance with the provisions of this Section 3.2(a).

In connection with any issuance of Units (whether on or after the date of this Agreement), the Person who acquires such Units shall execute

a counterpart to this Agreement accepting and agreeing to be bound by all terms and conditions hereof, and shall enter into such other

documents, instruments and agreements to effect such purchase as are required by the General Partner (including such documents, instruments

and agreements entered into on or prior to the date of this Agreement by the Partners, each, an “Equity Agreement”).

The Partnership may not issue any additional Series A Units or other Equity Securities to Pubco or any of its Subsidiaries except

as set forth in Section 3.2(b) or Section 3.2(c).

(b)           At

any time Pubco issues one or more shares of Class A Common Stock or any other Equity Securities of Pubco (other than an issuance

of the type covered by Section 3.2(c) or an issuance to a holder of Exchangeable Units pursuant to the Exchange Agreement,

as described in Section 3.2), Pubco shall, directly or indirectly through one or more Corporate Subsidiaries, contribute

to the Partnership all of the net proceeds (if any) received by Pubco with respect to such share or shares of Class A Common Stock

or other Equity Securities of Pubco. Upon such contribution, the General Partner shall cause the Partnership to issue a number of Series A

Units (if Pubco issues shares of Class A Common Stock), determined based upon the Exchange Rate then in effect, or an equal number

of such Equity Securities of the Partnership corresponding to the Equity Securities issued by Pubco (if Pubco issues Equity Securities

other than shares of Class A Common Stock) registered in the name of Pubco (or the applicable Corporate Subsidiary or Corporate

Subsidiaries through which an indirect contribution was made) so that the aggregate number of Series A Units and other Equity Securities

of the Partnership held by Pubco (including indirectly through one or more Corporate Subsidiaries) at all times equals the number of

shares of Class A Common Stock and other Equity Securities issued by Pubco issued and outstanding; provided, however,

that if Pubco issues one or more shares of Class A Common Stock or other Equity Securities of Pubco, some or all of the net proceeds

of which are to be used to fund expenses or other obligations of Pubco for which Pubco would be permitted a Distribution pursuant to

Article IV, then Pubco shall not be required to transfer the portion of such net proceeds to the Partnership that are used

or will be used to fund such expenses or obligations; provided further, that if Pubco issues any shares of Class A Common

Stock in order to purchase or fund the purchase of Series A Units from a Partner (other than a Subsidiary of Pubco), then notwithstanding

anything herein to the contrary, the foregoing in this Section 3.2(b) shall not apply and the provisions in Article II

of the Exchange Agreement shall control. Notwithstanding the foregoing, this Section 3.2(b) shall not apply to the issuance

and distribution to holders of shares of Class A Common Stock of rights to purchase Equity Securities of Pubco under a “poison

pill” or similar shareholder’s rights plan (it being understood that (i) upon exchange of Exchangeable Units for Class A

Common Stock pursuant to the Exchange Agreement, such Class A Common Stock would be issued together with any such corresponding

right, and (ii) in the event such rights to purchase Equity Securities of Pubco are triggered, Pubco will ensure that the holders

of Series A Units that have not been exchanged prior to such time will be treated equitably vis-à-vis the holders of Class A

Common Stock under such plan).

any time Pubco issues one or more shares of Class A Common Stock or other Equity Securities of Pubco in connection with an equity

incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a

restricted stock unit, as restricted stock or otherwise, the General Partner shall cause the Partnership to issue a corresponding number

of Series A Units or Equity Securities of the Partnership corresponding to the Equity Securities issued by Pubco (if Pubco issues

Equity Securities other than shares of Class A Common Stock), and with substantially the same rights to dividends and distributions

(including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco so issued to Pubco and/or

its Corporate Subsidiaries (determined based upon the Exchange Rate then in effect) so that the aggregate number of Series A Units

and other Equity Securities held, directly and/or indirectly, by Pubco at all times equals the number of shares of Class A Common

Stock and other Equity Securities issued and outstanding; provided that Pubco shall be required to contribute to the Partnership,

directly or indirectly through one or more Corporate Subsidiaries, all (but not less than all) of the net proceeds (if any) received

by Pubco from or otherwise in connection with such issuance of one or more shares of Class A Common Stock or other Equity Securities

of Pubco, including the exercise price of any option exercised. If any such shares of Class A Common Stock or other Equity Securities

so issued by Pubco in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Series A

Units or other Equity Securities of the Partnership corresponding to the Equity Securities issued by Pubco (if Pubco issues Equity Securities

other than shares of Class A Common Stock) that are issued by the Partnership to Pubco and/or its Corporate Subsidiaries in connection

therewith in accordance with the preceding provisions of this Section 3.2(c) shall be subject to vesting or forfeiture

on the same basis; if any of such shares of Class A Common Stock or other Equity Securities of Pubco vest or are forfeited, then

a corresponding number of the Series A Units (determined based upon the Exchange Rate then in effect) or other Equity Securities

issued by the Partnership corresponding to the Equity Securities issued by Pubco (if Pubco issues Equity Securities other than shares

of Class A Common Stock) in accordance with the preceding provisions of this Section 3.2(c) shall automatically

vest or be forfeited. Any cash or property held by Pubco or the Partnership or on any of such Person’s behalf in respect of dividends

paid on restricted shares of Class A Common Stock or other Equity Securities of Pubco that fail to vest shall be returned to the

Partnership upon the forfeiture of such restricted shares of Class A Common Stock or other Equity Securities of Pubco. For the avoidance

of doubt, notwithstanding anything to the contrary set forth in clause (iii) of the definition of Equity Securities, a corresponding

issuance of Series A Units pursuant to this Section 3.2(c) shall only occur at such time as Pubco actually issues

shares of Class A Common Stock in settlement or satisfaction of an option, warrant, restricted stock unit or other similar contractual

right to receive shares of Class A Common Stock.

(d)           Pubco

shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of

issuance upon an Exchange, the maximum number of shares of Class A Common Stock as shall be issuable upon Exchange of all outstanding

Series A Units (other than any Series A Units held directly or indirectly by Pubco and/or its Corporate Subsidiaries) and shares

of Class V Common Stock to satisfy its obligations under the Exchange Agreement; provided that nothing contained herein shall

be construed to preclude Pubco from satisfying its obligations in respect of any such Exchange by delivery of purchased shares of Class A

Common Stock (which may or may not be held in the treasury of Pubco). If any shares of Class A Common Stock require registration

with or approval of any Governmental Entity under any federal or state law before such shares may be issued upon an Exchange, Pubco shall

use reasonable best efforts to cause the exchange of such shares of Class A Common Stock to be duly registered or approved, as the

case may be. Pubco shall list and use its reasonable best efforts to maintain the listing of the Class A Common Stock required to

be delivered upon any such Exchange prior to such delivery upon the national securities exchange upon which the outstanding shares of

Class A Common Stock are listed at the time of such Exchange (it being understood that any such shares may be subject to transfer

restrictions under applicable securities laws). Pubco covenants that all shares of Class A Common Stock issued upon an Exchange

will, upon issuance, be validly issued, fully paid and non-assessable.

(e)           Notwithstanding

any other provision of this Agreement to the contrary, if Pubco or its Corporate Subsidiaries acquires or holds any material amount of

cash in excess of any monetary obligations it reasonably anticipates, Pubco may in its sole discretion: (i) contribute (or cause

to be contributed) such excess cash amount to the Partnership in exchange for a number of Series A Units and distribute to holders

of Class A Common Stock an equivalent number of shares of Class A Common Stock; or (ii) use such excess cash amount in

such other manner and make such other adjustments to or take such other actions with respect to the capitalization of Pubco, its Corporate

Subsidiaries and the Partnership and to the one-to-one ratio between Series A Units and Class A Common Stock as Pubco in good

faith determines to be fair and reasonable to the shareholders and other equityholders of Pubco and to the Partners to preserve the intended

economic effect of this Article III.

(f)           For

purposes of this Section 3.2, “net proceeds” means gross proceeds to Pubco from the issuance of Class A

Common Stock or other securities less all reasonable bona fide out-of-pocket fees and expenses of Pubco, the Partnership and their

respective Subsidiaries actually incurred in connection with such issuance.

Section 3.3            Repurchase

or Redemptions.

(a)           Neither

Pubco nor any of its Corporate Subsidiaries may redeem, repurchase or otherwise acquire (i) shares of Class A Common Stock

unless substantially simultaneously therewith the Partnership redeems, repurchases or otherwise acquires from Pubco or such Corporate

Subsidiary an equal number of Series A Units for the same price per security, if any, or (ii) any other Equity Securities of

Pubco or any of its Corporate Subsidiaries unless substantially simultaneously therewith the Partnership redeems, repurchases or otherwise

acquires from Pubco or such Corporate Subsidiary an equal number of the corresponding class or series of Equity Securities of the Partnership

with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of

such Equity Securities of Pubco or such Corporate Subsidiary for the same price per security, if any.

(b)           The

Partnership may not redeem, repurchase or otherwise acquire (i) any Series A Units from Pubco or any of Corporate Subsidiaries

unless substantially simultaneously Pubco or such Corporate Subsidiary redeems, repurchases or otherwise acquires an equal number of

shares of Class A Common Stock for the same price per security from holders thereof or (ii) any other Equity Securities of

the Partnership from Pubco or any of its Corporate Subsidiaries unless substantially simultaneously Pubco or such Corporate Subsidiary

redeems, repurchases or otherwise acquires for the same price per security an equal number of Equity Securities of Pubco or such Corporate

Subsidiary of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions

on liquidation) and other economic rights as those of such Units of the Partnership.

Section 3.4            Equity

Subdivisions and Combinations. Except in accordance with the Exchange Agreement or any other adjustments required by this Agreement:

(a)           Any

subdivision (by equity split, equity distribution, reclassification, recapitalization or otherwise) or combination (by reverse equity

split, reclassification, recapitalization or otherwise) of Class A Common Stock, Class V Common Stock or other related class

or series of Equity Security of Pubco (including any Equity Security held in treasury) shall be accompanied by an identical subdivision

or combination, as applicable, of the Series A Units or other related class or series of Equity Security of the Partnership, as

applicable, with corresponding changes made with respect to any other exchangeable or convertible Equity Security of the Partnership

and Pubco.

(b)           Any

subdivision (by equity split, equity distribution, reclassification, recapitalization or otherwise) or combination (by reverse equity

split, reclassification, recapitalization or otherwise) of the Units shall be accompanied by an identical subdivision or combination,

as applicable, of the Class A Common Stock, Class V Common Stock or other related class or series of Equity Security of Pubco

(including any Equity Security held in treasury), as applicable, with corresponding changes made with respect to any other exchangeable

or convertible Equity Security of the Partnership and Pubco.

Section 3.5            General

Authority. For the avoidance of doubt, but subject to Section 3.1, Section 3.2, Section 3.3

and Section 3.4, the Partnership, Pubco and the General Partner shall be permitted to undertake all actions, including an

issuance, redemption, reclassification, distribution, division or recapitalization, with respect to the Series A Units as is necessary

to maintain at all times a one-to-one ratio between (i) the number of Series A Units owned by Pubco, directly and/or indirectly,

and the number of outstanding shares of Class A Common Stock and (ii) the number of outstanding shares of Class V Common

Stock held by any Person (other than Pubco or any of its Corporate Subsidiaries) and the number of Series A Units held by such Person.

Pubco shall not issue any shares of Class V Common Stock to any Person unless, concurrently with such issuance, the Partnership

issues an equal number of Series A Units to such Person.

Section 3.6            Capital

Accounts.

(a)           Maintenance

of Capital Accounts. The Partnership shall maintain a separate Capital Account for each Partner according to the rules of Treasury

Regulations Section 1.704-1(b)(2)(iv). Without limiting the foregoing, each Partner’s Capital Account shall be adjusted:

(i)            by

adding any additional Capital Contributions made by such Partner in consideration for the issuance of Units;

(ii)           by

deducting any amounts paid to such Partner in connection with the redemption or other repurchase by the Partnership of Units;

(iii)           by

adding any Profits allocated in favor of such Partner and subtracting any Losses allocated in favor of such Partner; and

(iv)           by

deducting any distributions paid in cash or other assets to such Partner by the Partnership.

(b)           Computation

of Income, Gain, Loss and Deduction Items. For purposes of computing the amount of any item of the Partnership income, gain, loss

or deduction to be allocated pursuant to Article IV and to be reflected in the Capital Accounts, the determination, recognition

and classification of any such item shall be the same as its determination, recognition and classification for federal income Tax purposes

(including any method of depreciation, cost recovery or amortization used for this purpose); provided that:

(i)            the

computation of all items of income, gain, loss and deduction shall include those items described in Code Section 705(a)(1)(B), Code

Section 705(a)(2)(B) and Treasury Regulations Section 1.704-1(b)(2)(iv)(i), without regard to the fact that such items

are not includable in gross income or are not deductible for federal income Tax purposes;

(ii)           if

the Book Value of any Partnership property is adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(e) or (f),

the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property;

(iii)           items

of income, gain, loss or deduction attributable to the disposition of the Partnership property having a Book Value that differs from

its adjusted basis for Tax purposes shall be computed by reference to the Book Value of such property;

(iv)           items

of depreciation, amortization and other cost recovery deductions with respect to the Partnership property having a Book Value that differs

from its adjusted basis for Tax purposes shall be computed by reference to the property’s Book Value in accordance with Treasury

Regulations Section 1.704-1(b)(2)(iv)(g); and

(v)           to

the extent an adjustment to the adjusted Tax basis of any of the Partnership’s asset pursuant to Code Sections 732(d), 734(b) or

743(b) is required pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) to be taken into account in determining

Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases

the basis of the asset) or loss (if the adjustment decreases such basis); and if, as a result of an exercise of a noncompensatory option

(as defined in Treasury Regulations Section 1.721-2(f)) to acquire Units, a Capital Account reallocation is required under Treasury

Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Partnership shall make corrective allocations pursuant to Treasury Regulations

Section 1.704-1(b)(4)(x).

Section 3.7            Negative

Capital Accounts; No Interest Regarding Positive Capital Accounts. No Partner shall be required to pay to any other Partner or

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

and after dissolution of the Partnership). Except as otherwise expressly provided herein, no Partner shall be entitled to receive interest

from the Partnership in respect of any positive balance in its Capital Account and no Partner shall be liable to pay interest to the

Partnership or any Partner in respect of any negative balance in its Capital Account.

Section 3.8            No

Withdrawal. No Person shall be entitled to withdraw any part of such Person’s Capital Contributions or Capital Account

or to receive any Distribution from the Partnership, except as expressly provided herein.

Section 3.9            Loans

From Partners. Loans by Partners to the Partnership shall not be considered Capital Contributions. If any Partner shall loan

funds to the Partnership in excess of the amounts required hereunder to be contributed by such Partner to the capital of the Partnership,

the making of such loans shall not result in any increase in the amount of the Capital Account of such Partner. The amount of any such

loans shall be a debt of the Partnership to such Partner and shall be payable or collectible in accordance with the terms and conditions

upon which such loans are made.

Section 3.10         Adjustments

to Capital Accounts for Distributions In-Kind. To the extent that the Partnership distributes property in-kind to the Partners,

the Partnership shall be treated as making a distribution equal to the Fair Market Value of such property (as of the date of such distribution)

for purposes of Section 4.1 and such property shall be treated as if it were sold for an amount equal to its Fair Market

Value and any resulting gain or loss shall be allocated to the Partners’ Capital Accounts in accordance with Section 4.2

through Section 4.4. If the Partnership distributes property in kind to any Partner, the Partnership shall (a) first,

to the extent possible, distribute (and be deemed to distribute) to such Partner any such property that the Partner contributed to the

Partnership (or any such property received by the Partnership in a tax-deferred exchange for property contributed to the Partnership

by such Partner) and (b) second, to the extent no further distribution can be made in accordance with subclause (a), or if such

Partner did not contribute property to the Partnership, then the Partnership shall, to the extent possible, distribute (and be deemed

to distribute) to the Partner property other than such property that was contributed to the Partnership by another Partner (or any such

property received by the Partnership in a tax-deferred exchange for property contributed to the Partnership by a Partner), to the extent

that such Partner is entitled to receive a Distribution at such time under the economic priorities set out in Article IV.

Section 3.11         Transfer

of Capital Accounts. The original Capital Account established for each Substituted Limited Partner shall be in the same amount

as the Capital Account of the Partner (or portion thereof) to which such Substituted Limited Partner succeeds at the time such Substituted

Limited Partner is admitted to as a Partner of the Partnership. The Capital Account of any Partner whose interest in the Partnership

shall be increased or decreased by means of (a) the Transfer to it of all or part of the Units of another Partner or (b) the

repurchase or forfeiture of Units pursuant to any Equity Agreement shall be appropriately adjusted to reflect such Transfer or repurchase.

Any reference in this Agreement to a Capital Contribution of or Distribution to a Partner that has succeeded any other Partner shall

include any Capital Contributions or Distributions previously made by or to the former Partner on account of the Units of such former

Partner Transferred to such Partner.

Section 3.12          Adjustments

to Book Value. The Partnership shall adjust the Book Value of its assets to Fair Market Value in accordance with Treasury Regulations

Section 1.704-1(b)(2)(iv)(f) as of the following times: (a) at the General Partner’s discretion in connection with

the issuance of Units in the Partnership or a more than de minimis Capital Contribution to the Partnership; (b) at the General

Partner’s discretion in connection with the Distribution by the Partnership to a Partner of more than a de minimis amount

of the Partnership’s assets, including money; and (c) the liquidation of the Partnership within the meaning of Treasury Regulations

Section 1.704-1(b)(2)(ii)(g). Any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to

the Capital Accounts of the Partners under Section 4.2 (determined immediately prior to the event giving rise to the revaluation).

The Partnership shall adjust the Book Value of its property under Treasury Regulations Section 1.704-1(b)(2)(iv)(f) in connection

with and immediately after the IPO Transactions (the “IPO 704(c) Event”).

Section 3.13            Compliance

With Section 1.704-1(b). The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to

comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury

Regulations. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts are

computed in order to comply with such Treasury Regulations, the General Partner may make such modification, notwithstanding anything

in Section 11.2 to the contrary. The General Partner also shall (a) make any adjustments that are necessary or appropriate

to maintain equality between the Capital Accounts of the Partners and the amount of the Partnership capital reflected on the Partnership’s

balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(iv)(g), and (b) make

any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations

Section 1.704-1(b).

Article IV

DISTRIBUTIONS AND ALLOCATIONS

Section 4.1            Distributions.

(a)           Tax

Distributions.

(i)           Tax

Distributions. To the extent funds of the Partnership are legally available for distribution by the Partnership and such distribution

would not be prohibited under any credit facility to which the Partnership or any of its Subsidiaries is a party (the “Tax Distribution

Conditions”), with respect to each Fiscal Quarter, on or prior to the relevant Tax Distribution Date, the Partnership shall

distribute to each Partner an amount of cash (each a “Tax Distribution”) equal to such Partner’s Assumed Tax

Liability for such Fiscal Quarter. To the extent a holder of Series A Units would receive for any Fiscal Quarter less than its Pro

Rata Share of the aggregate Tax Distributions to be paid pursuant to the preceding sentence, the Tax Distributions to such Partner shall

be increased to ensure that all Tax Distributions to holders of Series A Units are made in accordance with their Pro Rata Share.

The General Partner shall be entitled to adjust subsequent Tax Distributions up or down to reflect any variation between its prior estimation

of quarterly Tax Distributions and the Tax Distributions that would have been computed under this Section 4.1(a)(i) based

on subsequent information. In the event that due to the Tax Distribution Conditions the funds available for any Tax Distribution to be

made hereunder are insufficient to pay the full amount of the Tax Distribution that would otherwise be required under this Section 4.1(a)(i),

the Partnership shall use its reasonable best efforts to distribute to each Partner the amount of funds that are available after application

of the Tax Distribution Conditions on a pro rata basis (according to the amounts that would have been distributed to each Partner pursuant

to this Section 4.1(a)(i) if available funds (after application of the Tax Distribution Conditions) existed in a sufficient

amount to make such Distribution in full). At any time thereafter when additional funds of the Partnership are available for Distribution

after application of the Tax Distribution Conditions, the Partnership shall use its reasonable best efforts to immediately distribute

such funds to the Partners on a pro rata basis (according to the amounts that would have been distributed to each Partner pursuant to

this Section 4.1(a)(i) if available funds (after application of the Tax Distribution Conditions) would have existed

in a sufficient amount to make such Tax Distribution in full). Notwithstanding the foregoing, Distributions pursuant to Section 4.1(b) with

respect any taxable period shall first be treated as Tax Distributions pursuant to this Section 4.1(a)(i) to the extent

of any entitlement thereto.

(ii)           Additional

Tax Distributions. In the event (A) of any audit by, or similar event with, a taxing authority that affects the calculation

of any Partner’s Assumed Tax Liability for any Taxable Year (other than an audit conducted pursuant to the Partnership Tax Audit

Rules for which no election is made pursuant to Code Section 6226 (or any similar provision of state or local law)) or (B) the

Partnership files an amended tax return, each Partner’s Assumed Tax Liability with respect to such year shall be recalculated by

giving effect to such event (for the avoidance of doubt, taking into account interest and penalties). Any shortfall in the amount of

Tax Distributions the Partners and former Partners received for the relevant Taxable Years based on such recalculated Assumed Tax Liability

promptly shall be distributed to such Partners and the successors of such former Partners in accordance with their Pro Rata Share of

such additional Tax Distributions, except, for the avoidance of doubt, to the extent Distributions were made to such Partners and former

Partners pursuant to Section 4.1 in the relevant Taxable Years sufficient to cover such shortfall.

(b)           Other

Distributions. Except as otherwise set forth in Section 4.1(a) or in the Exchange Agreement, the General Partner

may (but shall not be obligated to) cause the Partnership to make Distributions at such times, in such amounts and in such form (including

in-kind property) as determined by the General Partner in its sole discretion, in each case to the holders of Series A Units in

accordance with their respective Pro Rata Shares.

Section 4.2            Allocations.

Profits or Losses for any Fiscal Year shall be allocated among the Partners in such a manner as to reduce or eliminate, to the extent

possible, any difference, as of the end of such Fiscal Year, between (a) the sum of (i) the Capital Account of each Partner,

(ii) such Partner’s share of Minimum Gain (as determined according to Treasury Regulations Section 1.704-2(g)) and (iii) such

Partner’s partner nonrecourse debt minimum gain (as defined in Treasury Regulations Section 1.704-2(i)(2)) and (b) the

respective net amounts, positive or negative, which would be distributed to them or for which they would be liable to the Partnership

under this Agreement and the Delaware Act, determined as if the Partnership were to (i) liquidate the assets of the Partnership

for an amount equal to their Book Value and (ii) distribute the proceeds of such liquidation pursuant to Section 10.2.

Section 4.3            Special

Allocations.

(a)           Minimum

Gain Chargeback. Losses attributable to partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4))

shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). If there is a net decrease during a Taxable

Year in partner nonrecourse debt minimum gain (as defined in Treasury Regulations Section 1.704-2(i)(2)), Profits for such Taxable

Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Partners in the amounts and of such character as determined

according to Treasury Regulations Section 1.704-2(i)(4).

(b)           Partner

Nonrecourse Debt Minimum Chargeback. Nonrecourse deductions (as determined according to Treasury Regulations Section 1.704-2(b)(1))

for any Taxable Year shall be allocated to each holder of Series A Units ratably among such Partners based upon their ownership

of Series A Units. Except as otherwise provided in Section 4.3(a), if there is a net decrease in the Minimum Gain during

any Taxable Year, each Partner shall be allocated Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) in

the amounts and of such character as determined according to Treasury Regulations Section 1.704-2(f). This Section 4.3(b) is

intended to be a Minimum Gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f),

and shall be interpreted in a manner consistent therewith.

Income Offset. If any Partner that unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulations

Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) has an Adjusted Capital Account Deficit as of the end of any Taxable Year,

computed after the application of Section 4.3(a) and Section 4.3(b), but before the application of any other

provision of this Article IV, then Profits for such Taxable Year shall be allocated to such Partner in proportion to, and

to the extent of, such Adjusted Capital Account Deficit. This Section 4.3(c) is intended to be a qualified income offset

provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent

therewith.

(d)           Allocation

of Certain Profits and Losses. Profits and Losses described in Section 3.6(b)(v) shall be allocated in a manner

consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(j),

(k) and (m).

(e)           Regulatory

Allocations. The allocations set forth in Sections 4.3(a)-(d) (the “Regulatory Allocations”)

are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. The Regulatory

Allocations may not be consistent with the manner in which the Partners intend to allocate Profit and Loss of the Partnership or make

the Partnership distributions. Accordingly, notwithstanding the other provisions of this Article IV, but subject to the Regulatory

Allocations, income, gain, deduction and loss shall be reallocated among the Partners so as to eliminate the effect of the Regulatory

Allocations and thereby cause the respective Capital Accounts of the Partners to be in the amounts (or as close thereto as possible)

they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference

to the Regulatory Allocations. In general, the Partners anticipate that this will be accomplished by specially allocating other Profit

and Loss (and such other items of income, gain, deduction and loss) among the Partners so that the net amount of the Regulatory Allocations

and such special allocations to each such Partner is zero. In addition, if in any Fiscal Year there is a decrease in partnership Minimum

Gain, or in partner nonrecourse debt Minimum Gain, and application of the Minimum Gain chargeback requirements set forth in Section 4.3(a) or

Section 4.3(b) would cause a distortion in the economic arrangement among the Partners, the Partners may, if they do

not expect that the Partnership will have sufficient other income to correct such distortion, request the Internal Revenue Service to

waive either or both of such Minimum Gain chargeback requirements. If such request is granted, this Agreement shall be applied in such

instance as if it did not contain such Minimum Gain chargeback requirement.

(f)           The

Partners acknowledge that allocations like those described in Proposed Treasury Regulations Section 1.704-1(b)(4)(xii)(c) (“Forfeiture

Allocations”) may result from the allocations of Profits and Losses provided for in this Agreement. For the avoidance of doubt,

the Partnership is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations

of Profits and Losses will be made in accordance with Proposed Treasury Regulations Section 1.704-1(b)(4)(xii)(c) or any successor

provision or guidance.

(g)           Any

excess nonrecourse liabilities of the Partnership, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated

to the Partners in any manner that is permissible under the Treasury Regulations.

(h)           Any

item of deduction with respect to a Tax that is offset at the General Partner’s election pursuant to the second sentence of Section 4.6

against a Distribution to which a Partner is otherwise entitled shall be allocated to such Partner. For the avoidance of doubt, all

tax deductions described in this Section 4.3(h) shall be taken into account in determining the amount of any Tax Distribution

made under the provisions of Section 4.1(a)(i).

Section 4.4            Offsetting

Allocations. If, and to the extent that, any Partner is deemed to recognize any item of income, gain, deduction or loss as a

result of any transaction between such Partner and the Partnership pursuant to Sections 83, 482 or 7872 of the Code or any similar provision

now or hereafter in effect, the General Partner shall use its commercially reasonable efforts to allocate any corresponding Profit or

Loss to the Partner who recognizes such item in order to reflect the Partners’ economic interest in the Partnership.

Section 4.5            Tax

Allocations.

(a)           Allocations

Generally. Except as provided in Section 4.5(b), for federal, state and local income Tax purposes, each item of income,

gain, loss or deduction shall be allocated among the Partners in the same manner and in the same proportion that the corresponding book

items have been allocated among the Partners’ respective Capital Accounts; provided that, if any such allocation is not

permitted by the Code or other applicable law, then each subsequent item of income, gains, losses, deductions and credits will be allocated

among the Partners so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts.

(b)           Code

Section 704(c) Allocations.

(i)            As

a result of the IPO 704(c) Event, items of Partnership taxable income, gain, loss and deduction shall be allocated to take into

account any variation created as a result of the IPO 704(c) Event for any property between such property’s adjusted Tax basis

for federal income tax purposes and its Book Value, in each case, in accordance with the “traditional method,” except that

the Partnership shall make curative allocations of the resulting tax gain from the sale or disposition of each such property in a manner

that is intended to offset the effect of the cumulative amount of any “ceiling rule limitations” with respect to allocations

of depreciation or amortization deductions in respect of any such differences between the Book Value of an such item of property and

its adjusted Tax basis that are created in connection with any such contribution or adjustment of Book Value for each such property,

as the case may be, as outlined in Treasury Regulations Section 1.704-3(c)(3)(iii)(B) (the “Traditional Method with

Curative Allocations”).

(ii)           If

(A) any property is contributed (or deemed contributed for Tax purposes) to the Partnership, or (B) if the Book Value of any

Partnership property is adjusted Tax basis pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(e) or (f) (any such

contribution or adjustment of Book Value described in clauses (A) or (B), a “704(c) Event”), items of Partnership

taxable income, gain, loss, and deduction shall be allocated using the Traditional Method with Curative Allocations; provided,

that with respect to any 704(c) Event, the Aggregator may withhold consent to the use of the Traditional Method with Curative Allocations

with respect to such 704(c) Event (including, for the avoidance of doubt, any 704(c) Event in connection with the IPO Transactions)

to the extent the Aggregator delivers written notice to the Partnership prior to February 21st of the Taxable Year following the

Taxable Year including the 704(c) Event (the “Notice Date”) that consent is withheld to the use of the Traditional

Method with Curative Allocations with respect to such 704(c) Event, and solely to the extent such written notice is timely delivered

and such consent is not unreasonably withheld or conditioned, the Aggregator and the Partnership shall cooperate in good faith to timely

agree on an alternative methodology permissible under Section 704(c) of the Code with respect to the 704(c) Event, and

such mutually agreed alternative methodology (unless the Traditional Method with Curative Allocations is mutually agreed) shall be used

by the Partnership with respect to such 704(c) Event. The Partnership shall reasonably cooperate to provide its analysis and any

modeling with respect to the choice of allocation methodology for any Taxable Year, as well as any other information reasonably requested

by the Aggregator that is reasonably necessary to determine whether to consent or object to such methodology, at least 10 days in advance

of the Notice Date for such Taxable Year.

Election. The Partnership will make an election under Section 754 of the Code for its Taxable Year that includes or begins on

the date of this Agreement, and shall have such election in effect for each subsequent Taxable Year, to adjust the basis of the Partnership

property as permitted and provided in Sections 734 and 743 of the Code, and the General Partner shall use commercially reasonable efforts

to cause each Person in which the Partnership owns a direct or indirect equity interest (other than a Subsidiary) that is treated as

a partnership for U.S. federal income tax purposes to have in effect any such election for such Taxable Years. Such election shall be

effective solely for federal (and, if applicable, state and local) income Tax purposes and shall not result in any adjustment to the

Book Value of any Partnership asset or to the Partner’s Capital Accounts (except as provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m)).

(d)           Allocation

of Tax Credits, Tax Credit Recapture, Etc. Allocations of Tax credits, Tax credit recapture and any items related thereto shall be

allocated to the Partners according to their interests in such items as determined by the General Partner taking into account the principles

of Treasury Regulations Section 1.704-1(b)(4)(ii) and (viii).

(e)           Corrective

Allocations. If necessary, the Partnership will make corrective allocations as set forth in Treasury Regulations Section 1.704-1(b)(4)(x).

(f)            Effect

of Allocations. Allocations pursuant to this Section 4.5 are solely for purposes of federal, state and local Taxes and

shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses,

Distributions (other than Tax Distributions) or other items pursuant to any provision of this Agreement.

Section 4.6            Indemnification

and Reimbursement for Payments on Behalf of a Partner. Except as otherwise provided in Article VI, if the Partnership

(or any other entity in which the Partnership owns a direct or indirect interest) is required by law to make any payment to a Governmental

Entity that is specifically attributable to a Partner or a Partner’s status as such (including federal withholding Taxes, state

personal property Taxes and state unincorporated business Taxes, Taxes arising under the Partnership Tax Audit Rules, the amount of any

Taxes imposed under Code Section 1446(f), and any interest, penalties, additions to Tax and expenses related to any such amounts)

(“Tax Advances”), then such Partner shall indemnify and contribute to the Partnership in full for the entire amount

of Tax Advances paid. The General Partner may offset Distributions to which a Person is otherwise entitled under this Agreement against

such Person’s obligation to indemnify the Partnership for Tax Advances under this Section 4.6 or with respect to any

other amounts owed by the Partner to the Partnership or any of its Subsidiaries. A Partner’s obligation to indemnify and make contributions

to the Partnership under this Section 4.6 shall survive the transfer or termination of any Partner’s interest in any

Units of the Partnership, the termination of this Agreement, and the termination, dissolution, liquidation and winding up of the Partnership

(and for purposes of this Section 4.6 to the extent not prohibited by applicable law, the Partnership shall be treated as

continuing in existence). The Partnership may pursue and enforce all rights and remedies it may have against each Partner under this

Section 4.6, including instituting a lawsuit to collect such indemnification and contribution. For the avoidance of doubt,

any Taxes, penalties and interest payable under the Partnership Tax Audit Rules by the Partnership or any fiscally transparent entity

in which the Partnership owns an interest shall be treated as Tax Advances specifically allocable to the Partners and the Partnership

Representative 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 the Partners to whom such amounts are specifically attributable (whether as a result of

their status, actions, inactions or otherwise) as determined by the Partnership Representative.

Article V

MANAGEMENT AND CONTROL OF THE PARTNERSHIP

Section 5.1            Management

by the General Partner.

(a)           Except

as otherwise specifically provided in this Agreement or the Delaware Act, the business, property and affairs of the Partnership shall

be managed, operated and controlled at the sole, absolute and exclusive direction of the General Partner in accordance with the terms

of this Agreement. No Partners shall have management authority or voting or other rights over, or any other ability to take part in the

conduct or control of the business of, the Partnership. The General Partner is, to the extent of its rights and powers set forth in this

Agreement, an agent of the Partnership for the purpose of the Partnership’s business, and the actions of the General Partner taken

in accordance with such rights and powers shall bind the Partnership (and no Partner shall have such right). The General Partner shall

have all necessary powers to carry out the purposes, business and objectives of the Partnership. The General Partner may delegate in

its discretion the authority to sign agreements and other documents and take other actions on behalf of the Partnership to any Person

(including any Partner, officer or employee of the Partnership) to enter into and perform any document on behalf of the Partnership.

(b)           Without

limiting Section 5.1(a), the General Partner shall have the sole power and authority to effect any of the following by the

Partnership or any of its Subsidiaries in one or a series of related transaction, in each case without the vote, consent or approval

of any Partner: (i) any sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the

Partnership (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available

in connection with any assets at any time held by the Partnership); (ii) any merger, consolidation, reorganization or other combination

of the Partnership with or into another entity, (iii) any acquisition; (iv) any issuance of debt or equity securities; (v) any

incurrence of indebtedness; or (vi) any dissolution. If a vote, consent or approval of the Partners is required by the Delaware

Act or other applicable law with respect to any action to be taken by the Partnership or matter considered by the General Partner, each

Partner will be deemed to have consented to or approved such action or voted on such matter in accordance with the consent or approval

of the General Partner on such action or matter.

may withdraw as the General Partner and appoint as its successor at any time upon written notice to the Partnership (a) any wholly-owned

Subsidiary of Pubco, (b) any Person of which Pubco is a wholly-owned Subsidiary, (c) any Person into which Pubco is merged

or consolidated or (d) any transferee of all or substantially all of the assets of Pubco, which withdrawal and replacement shall

be effective upon the delivery of such notice. No appointment of a Person other than Pubco (or its successor, as the case may be) as

the General Partner shall be effective unless Pubco (or its successor, as the case may be) and the new General Partner provide all Partners

with contractual rights, directly enforceable by such Partners against the new General Partner, to cause the new General Partner to comply

with all of the General Partner’s obligations under this Agreement.

Section 5.2            Investment

Company Act. The General Partner shall use reasonable best efforts to ensure that the Partnership shall not be subject to registration

as an investment company pursuant to the Investment Company Act.

Section 5.3            Officers.

(a)           Officers.

Unless determined otherwise by the General Partner, the officers of the Partnership shall be a Chief Executive Officer, a President,

a Chief Financial Officer, a Treasurer and a Secretary and each other officer of Pubco shall also be an officer of the Partnership, with

the same title. All officers shall be appointed by the General Partner (or by the Chief Executive Officer to the extent the General Partner

delegates such authority to the Chief Executive Officer) and shall hold office until their successors are appointed by the General Partner

(or by the Chief Executive Officer to the extent the General Partner delegates such authority to the Chief Executive Officer). Two or

more offices may be held by the same individual. The officers of the Partnership may be removed by the General Partner (or by the Chief

Executive Officer to the extent the General Partner delegates such authority to the Chief Executive Officer) at any time for any reason

or no reason.

(b)           Other

Officers and Agents. The General Partner may appoint such other officers and agents as it may deem necessary or advisable,

who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to

time by the General Partner.

Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Partnership and shall have the general

powers and duties of supervision and management usually vested in the office of a chief executive officer of a company. He or she shall

preside at all meetings of Partners if present thereat.

(d)           President.

The President shall be the chief executive officer of the Partnership in the absence of the Chief Executive Officer. In general, the

President shall perform all duties incident to the office of President and such other duties as may be prescribed from time to time by

the General Partner.

(e)           Chief

Financial Officer. The Chief Financial Officer shall be the chief financial officer of the Partnership and shall keep and maintain

or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of

the Partnership. The books of account shall at all times be open to inspection by the General Partner. The Chief Financial Officer shall

deposit all monies and other valuables in the name of, and to the credit of, the Partnership with such depositaries as may be designated

by the General Partner.

(f)           Treasurer.

The Treasurer shall have the custody of Partnership funds and securities and shall keep full and accurate account of receipts and disbursements.

He or she shall deposit all moneys and other valuables in the name and to the credit of the Partnership in such depositaries as may be

designated by the General Partner or the Chief Executive Officer. The Treasurer shall disburse the funds of the Partnership as may be

ordered by the General Partner, the Chief Executive Officer or the Chief Financial Officer, taking proper vouchers for such disbursements.

He or she shall render to the General Partner and the Chief Executive Officer whenever either of them may request it, an account of all

his or her transactions as Treasurer and of the financial condition of the Partnership. If required by the General Partner, the Treasurer

shall give the Partnership a bond for the faithful discharge of his or her duties in such amount and with such surety as the General

Partner shall prescribe.

(g)           Secretary.

The Secretary shall give, or cause to be given, notice of all meetings of Partners and all other notices required by applicable law or

by this Agreement, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto

directed by the Chief Executive Officer, or by the General Partner. He or she shall record all the proceedings of the meetings of the

Partnership and shall perform such other duties as may be assigned to him or her by the General Partner or by the Chief Executive Officer.

(h)           Other

Officers. Other officers, if any, shall have such powers and shall perform such duties as shall be assigned to them, respectively,

by the General Partner or by the Chief Executive Officer.

Section 5.4            Fiduciary

Duties.

(a)           Partners

and Partners. To the fullest extent permitted by law and notwithstanding any duty otherwise existing at law or in equity, no Partner

or Partner, solely in its capacity as such, shall owe any fiduciary duty to the Partnership, the General Partner, any Partner, any Partner

or any other Person bound by this Agreement, provided that the foregoing shall not eliminate the implied contractual covenant

of good faith and fair dealing. Nothing in this Section 5.4(a) shall limit the liabilities, duties or obligations of

any Partner or Partner acting in his or her capacity as an officer or manager pursuant to any other provision of this Agreement.

(b)           General

Partner and Officers. Notwithstanding any other provision to the contrary in this Agreement, except as set forth in Section 5.4(c),

(i) the General Partner shall, in its capacity as General Partner, and not in any other capacity, have the same fiduciary duties

to the Partnership and the Partners and Partners as a member of the board of directors of a Delaware corporation; and (ii) each

officer of the Partnership shall, in his or her capacity as such, and not in any other capacity, have the same fiduciary duties to the

Partnership and the Partners and Partners as an officer of a Delaware corporation. For the avoidance of doubt, the fiduciary duties described

in the immediately preceding clause (i) shall not be limited by the fact that the General Partner shall be permitted to take certain

actions in its sole or reasonable discretion pursuant to the terms of this Agreement or any agreement entered into in connection herewith.

Partner Conflicts. The parties hereto acknowledge that the members of Pubco’s board of directors will owe fiduciary duties

to Pubco and its stockholders. The General Partner will use commercially reasonable and appropriate efforts and means, as determined

in good faith by the General Partner, to minimize any conflict of interest between the Partners, on the one hand, and the stockholders

of Pubco, on the other hand, and to effectuate any transaction that involves or affects any of the Partnership, the General Partner,

the Partners and/or the stockholders of Pubco in a manner that does not (i) disadvantage the Partners of their interests relative

to the stockholders of Pubco, (ii) advantage the stockholders of Pubco relative to the Partners or (iii) treat the Partners

and the stockholders of Pubco differently; provided that in the event of a conflict between the interests of the stockholders

of Pubco and the interests of the Partners, such Partners agree that the General Partner shall discharge its fiduciary duties to such

Partners by acting in the best interests of Pubco’s stockholders.

(d)           Waiver.

Any duties (including fiduciary duties) and liabilities set forth in this Agreement shall replace completely and absolutely those existing

at law or in equity and each of the Partnership, each Partner and any other Person bound by this Agreement hereby, to the fullest extent

permitted by applicable law, including Section 17-1101(d) of the Delaware Act, waives the right to make any claim, bring any

action or seek any recovery based on any duties or liabilities existing at law or in equity other than any such duties and liabilities

set forth in this Agreement. Each Partner and other Person bound by this Agreement agree that the provisions of this Section 5.4(d) are

fundamental elements to the agreement of the Partners of the Partnership to enter into this Agreement and without such provisions the

parties hereto would not have entered into this Agreement.

(e)           Survival.

The provisions of this Section 5.4 shall survive any amendment, repeal or termination of this Agreement.

Article VI

EXCULPATION AND INDEMNIFICATION

Section 6.1            Exculpation.

(a)           Actions

in Capacity as a Partner or Partner. To the fullest extent permitted by applicable law, and except as otherwise expressly provided

herein, no Partner, Partner (other than the General Partner, acting in its capacity as such) or the Prior General Partner or its respective

Indemnitees shall be liable to the Partnership, any Partner or any other Person bound by this Agreement as a result of or arising out

any action of or omission by such Partner or the Prior General Partner solely in its capacity as a Partner or general partner of the

Partnership, respectively, and in the case of the Prior General Partner, prior to the GP Transition, except to the extent such Obligations

arise out of such Partner’s or the Prior General Partner’s (i) material breach of this Agreement or any other Transaction

Document or (ii) bad faith violation of the implied contractual covenant of good faith and fair dealing, in each case as determined

by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to

which the time for appeal therefrom has expired and no appeal has been perfected). For the avoidance of doubt, the exculpation provisions

of this Section 6.1(a) shall apply to the Prior General Partner with respect to any actions or omissions prior to the

GP Transition to the same extent as if the Prior General Partner had continued to serve as general partner of the Partnership.

(b)           Other

Actions. To the fullest extent permitted by applicable law, and except as otherwise expressly provided herein, including Section 6.5,

no Indemnitee or Prior GP Indemnified Person shall be liable to the Partnership, any Partner, any Partner or any other Person bound by

this Agreement as a result of or arising out of the activities of the Indemnitee or Prior GP Indemnified Person on behalf of the Partnership

to the extent within the scope of the authority reasonably believed by such Indemnitee or Prior GP Indemnified Person to be conferred

on such Indemnitee or Prior GP Indemnified Person, except to the extent such Indemnitee or Prior GP Indemnified Person would not be entitled

to exculpation or indemnification pursuant to the articles of incorporation and bylaws of Pubco (as the same may be amended from time

to time).

Section 6.2            Indemnification.

To the fullest extent permitted by applicable law, each of (a) the General Partner, (b) the Partners and the Partners and their

respective Affiliates, (c) the stockholders, members, managers, directors, officers, partners, employees and agents of the Partners,

the Partners and their respective Affiliates, (d) the officers and directors of the General Partner, the Partnership and each of

their Subsidiaries and (e) the officers and directors of the Prior General Partner and its Subsidiaries (such Persons in this clause

(e), the “Prior GP Indemnified Persons” and each Person described in clauses (a) through (d), an “Indemnitee”)

shall be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities, expenses

(including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions,

suits or proceedings, civil, criminal, administrative or investigative (collectively, “Obligations”), which at any

time may be imposed on, incurred by or asserted against such Indemnitee or Prior GP Indemnified Person as a result of or arising out

of this Agreement, Pubco, the Partnership, their respective assets, businesses or affairs or the activities of the Indemnitee or the

Prior GP Indemnified Person on behalf of Pubco, the Partnership or any of their Subsidiaries to the extent within the scope of the authority

reasonably believed to be conferred on such Indemnitee or Prior GP Indemnified Person; provided, however, that, to the

extent such Indemnitee is not entitled to exculpation with respect to such Obligations pursuant to Section 6.5, the Indemnitee

shall not be entitled to indemnification for any such Obligations to the extent such Indemnitee would not be entitled to exculpation

or indemnification pursuant to the articles of incorporation and bylaws of Pubco (as the same may be amended from time to time); provided

further, that, to the extent such Indemnitee is entitled to exculpation with respect to such Obligations pursuant to Section 6.5,

the Indemnitee shall not be entitled to indemnification for any such Obligations to the extent they arise out of such Indemnitee’s

(i) material breach of this Agreement or any other Transaction Document or (ii) bad faith violation of the implied contractual

covenant of good faith and fair dealing. The termination of any action, suit or proceeding by judgment, order, settlement, conviction,

or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee or the Prior

GP Indemnified Person was not entitled to indemnification hereunder. Any indemnification pursuant to this Section 6.2 shall

be made only out of the assets of the Partnership and no Partner shall have any personal liability on account thereof.

Section 6.3            Expenses.

Expenses (including reasonable legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding

described in Section 6.2 shall, from time to time, be advanced by the Partnership prior to the final disposition of such

claim, demand, action, suit or proceeding, upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay

such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as provided in Section 6.2; provided

that such undertaking shall be unsecured and interest free and shall be accepted without regard to an Indemnitee’s ability to repay

amounts advanced and without regard to an Indemnitee’s entitlement to indemnification.

Section 6.4            Non-Exclusivity;

Savings Clause. The indemnification and advancement of expenses set forth in Section 6.2 and Section 6.3

shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any

other agreement, policy of insurance or otherwise. The indemnification and advancement of expenses set forth in Section 6.2

and Section 6.3 shall continue as to an Indemnitee who has ceased to be a named Indemnitee and shall inure to the benefit

of the heirs, executors, administrators, successors and permitted assigns of such a Person. If Article VI, Section 6.2

or Section 6.3 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the

Partnership shall nevertheless exculpate, indemnify and advance expenses each Indemnitee to the fullest extent permitted by any applicable

portion of such sections not so invalidated and to the fullest extent permitted by applicable law. The exculpation, indemnification and

advancement of expenses provisions set forth in Article VI, Section 6.2 and Section 6.3 shall be

deemed to be a contract between the Partnership and each of the persons constituting Indemnitees at any time while such provisions remain

in effect, whether or not such Person continues to serve in such capacity and whether or not such Person is a party hereto. In addition,

neither Article VI, Section 6.2 nor Section 6.3 may be retroactively amended to adversely affect

the rights of any Indemnitee arising in connection with any acts, omissions, facts or circumstances occurring prior to such amendment.

Section 6.5            Insurance.

The Partnership may purchase and maintain insurance on behalf of the Indemnitees against any liability asserted against them and incurred

by them in such capacity, or arising out of their status as Indemnitees, whether or not the Partnership would have the power to indemnify

them against such liability under this Section 6.5.

Article VII

ACCOUNTING AND RECORDS; TAX MATTERS

Section 7.1            Accounting

and Records. The books and records of the Partnership shall be made and maintained, and the financial position and the results

of its operations recorded, at the expense of the Partnership, in accordance with such method of accounting as is determined by the General

Partner. The books and records of the Partnership shall reflect all Partnership transactions and shall be made and maintained in a manner

that is appropriate and adequate for the Partnership’s business.

Section 7.2            Preparation

of Tax Returns. The Partnership shall arrange for the preparation and timely filing of all Tax returns required to be filed by

the Partnership, including making the elections described in Section 7.3 and shall use reasonable best efforts to furnish,

within seventy-five (75) days of the close of each Taxable Year, the tax information reasonably required by the Partners (including a

final Schedule K-1) for federal and state income Tax and any other Tax reporting purposes. Each Partner shall furnish to the Partnership

all pertinent information in its possession relating to the Partnership’s operations that is necessary to enable the Partnership’s

income Tax returns to be prepared and filed.

Section 7.3            Tax

Elections. The Taxable Year shall be the Fiscal Year unless otherwise determined by the General Partner and permitted or required

by Section 706 of the Code. The General Partner shall determine whether to make or revoke any available election pursuant to the

Code, except as otherwise set forth in this Agreement. Each Partner will upon request supply any information necessary to give proper

effect to such election.

Section 7.4            Tax

Controversies.

(a)           Upon

effectiveness of the GP Transition, Pubco shall be the “partnership representative” (the “Partnership Representative”)

of the Partnership for purposes of the Partnership Tax Audit Rules, and, as such, shall be authorized to designate any other Person selected

by the General Partner as the Partnership Representative or to designate any Person as the “designated individual” within

the meaning of Treasury Regulations Section 301.6223-1(b)(3).

(b)           Subject

to this Section 7.4, the Partnership Representative shall have the sole authority to act on behalf of the Partnership in

connection with, make all relevant decisions regarding the application of and to exercise the rights and powers provided for in, the

Partnership Tax Audit Rules, including making any elections under the Partnership Tax Audit Rules or any decisions to settle, compromise,

challenge, litigate or otherwise alter the defense of any action, claim, proceeding, audit or examination before the IRS or any other

tax authority (each, an “Audit”), and to expend Partnership funds for professional services and other expenses reasonably

incurred in connection therewith.

limiting the foregoing, the Partnership Representative shall give prompt written notice to the Aggregator of the commencement of any

Audit of the Partnership or any of its Subsidiaries (a “Specified Audit”). The Partnership Representative shall (i) keep

the Aggregator reasonably informed of the material developments of any such Specified Audit, (ii) permit the Aggregator (or its

designee) to participate (including using separate counsel), in each case at the Aggregator’s sole cost and expense, in any such

Specified Audit and (iii) promptly notify the Aggregator of receipt of a notice of a final partnership adjustment (or equivalent

under applicable laws) or a final decision of a court or IRS appeals panel (or equivalent body under applicable laws) with respect to

such Specified Audit. The Partnership Representative or the Partnership shall promptly provide the Aggregator with copies of all material

correspondence between the Partnership Representative or the Partnership (as applicable) and any Governmental Entity in connection with

such Specified Audit and shall give the Aggregator a reasonably opportunity to review and comment on any material correspondence, submission

(including settlement or compromise offers) or filing in connection with any such Specified Audit. Additionally, the Partnership Representative

shall not (and the Partnership shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any

Specified Audit in a manner that would reasonably be expected to have a disproportionate (as compared to Pubco) and material adverse

effect on the Aggregator (or its direct or indirect equityholders) without the Aggregator’s prior written consent (not to be unreasonably

withheld, delayed or conditioned). The Partnership Representative shall obtain the prior written consent of the Aggregator (not to be

unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6226(a) of the Code (or any

analogous provision of state or local Law) or (ii) taking any material action under the Partnership Tax Audit Rules that would

reasonably be expected to have a disproportionate (compared to Pubco) and material adverse effect on the Aggregator, in the case of each

of clauses (i) and (ii).

(d)           This

Section 7.4 shall be interpreted to apply to Partners and former Partners and shall survive the transfer of a Partner’s

Units and the termination, dissolution, liquidation and winding up of the Partnership and, for this purpose to the extent not prohibited

by applicable law, the Partnership shall be treated as continuing in existence.

Section 7.5            Code

Section 83 Safe Harbor Election.

(a)           By

executing this Agreement, each Partner authorizes and directs the Partnership to elect to have the “Safe Harbor” described

in the proposed Revenue Procedure set forth in the Internal Revenue Service Notice 2005-43 (the “IRS Notice”) or in

any successor, guidance or provision apply to any interest in the Partnership transferred to a service provider by the Partnership on

or after the effective date of such Revenue Procedure in connection with services provided to the Partnership. For purposes of making

such Safe Harbor election, the Partnership Representative is hereby designated as the “partner who has responsibility for federal

income Tax reporting” by the Partnership and, accordingly, that execution of such Safe Harbor election by the Partnership Representative

constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. Each Partner

hereby agrees to comply with all requirements of the Safe Harbor described in the IRS Notice, including, the requirement that each Partner

shall prepare and file all federal income Tax returns reporting the income Tax effects of each Unit issued by the Partnership that qualifies

for the Safe Harbor in a manner consistent with the requirements of the IRS Notice.

(b)           Any

Partner or former Partner that fails to comply with requirements set forth in Section 7.5(a) shall indemnify and hold

harmless the Partnership and each adversely affected Partner and former Partner from and against any and all losses, liabilities, Taxes,

damages, judgments, fines, costs, penalties, amounts paid in settlement and reasonable out-of-pocket costs and expenses incurred in connection

therewith (including, costs and expenses of suits and proceedings and reasonable fees and disbursements of counsel), in each case resulting

from such Partner’s or former Partner’s failure to comply with such requirements. The General Partner may offset Distributions

to which a Person is otherwise entitled under this Agreement against such Person’s obligation to indemnify the Partnership and

any other Person under this Section 7.5(b) (and any amount so offset with respect to such Person’s obligation

to indemnify a Person other than the Partnership shall be paid over to such other Person by the Partnership). A Partner’s obligations

to comply with the requirements of Section 7.5(a) and to indemnify the Partnership and any Partner or former Partner

under this Section 7.5(b) shall survive such Partner’s ceasing to be a Partner of the Partnership and/or the termination,

dissolution, liquidation and winding up of the Partnership, and, for purposes of this Section 7.5, the Partnership shall

be treated as continuing in existence. The Partnership and any Partner or former Partner may pursue and enforce all rights and remedies

it may have against each Partner or former Partner under this Section 7.5(b), including (i) instituting a lawsuit to

collect such indemnification and contribution, and (ii) specific performance and/or immediate injunctive or other equitable relief

from any court of competent jurisdiction (without the necessity of showing actual money damages, or posting any bond or other security)

in order to enforce or prevent any violation of the provisions of Section 7.5(a).

Partner authorizes the General Partner to amend paragraphs (a) and (b) of this Section 7.5 to the extent necessary

to achieve substantially the same Tax treatment with respect to any interest Units Transferred to a service provider by the Partnership

in connection with services provided to the Partnership as set forth in Section 4 of the IRS Notice (e.g., to reflect changes

from the rules set forth in the IRS Notice in subsequent Internal Revenue Service guidance); provided, that such amendment

is not materially adverse to any Partner (as compared with the after-Tax consequences that would result if the provisions of the IRS

Notice applied to all Units Transferred to a service provider by the Partnership in connection with services provided to the Partnership).

Article VIII

TRANSFER OF UNITS; ADMISSION OF NEW PARTNERS

Section 8.1            Transfer

of Units. Other than as provided for in this Section 8.1, no Partner may sell, assign, transfer, grant a participation

in, pledge, hypothecate, encumber or otherwise dispose of (such transaction being herein collectively called a “Transfer”)

all or any portion of its Units except with the approval of the General Partner, which may be granted or withheld in its sole discretion.

Without the approval of the General Partner (but otherwise in compliance with Section 8.1), a Partner may, at any time, (a) Transfer

any portion of such Partner’s Units pursuant to the Exchange Agreement and (b) Transfer any portion of such Partner’s

Units to a Permitted Transferee of such Partner. Any purported Transfer of all or a portion of a Partner’s Units not complying

with this Section 8.1 shall be void ab initio and shall not create any obligation on the part of the Partnership or

the other Partners to recognize that purported Transfer or to recognize the Person to which the Transfer purportedly was made as a Partner.

A Person acquiring a Partner’s Units pursuant to this Section 8.1 shall not be admitted as a Substituted or Additional

Limited Partner except in accordance with the requirements of Section 8.2, but such Person shall, to the extent of the Units

transferred to it, be entitled to such Partner’s (i) share of Distributions, (ii) share of Profits and Losses and (iii) Capital

Account in accordance with Section 3.6. Notwithstanding anything in this Section 8.1 or elsewhere in this Agreement

to the contrary, if a Partner Transfers all or any portion of its Units after the designation of a record date and declaration of a Distribution

pursuant to Section 4.1 and before the payment date of such distribution, the transferring Partner (and not the Person acquiring

all or any portion of its Units) shall be entitled to receive such Distribution in respect of such transferred Units.

Section 8.2            Recognition

of Transfer; Substituted and Additional Limited Partners.

(a)           No

direct or indirect Transfer of all or any portion of a Partner’s Units may be made, and no purchaser, assignee, transferee or other

recipient of all or any part of such Units shall be admitted to the Partnership as a Substituted or Additional Limited Partner hereunder,

unless:

(i)            the

provisions of Section 8.1 shall have been complied with;

(ii)           in

the case of a proposed substituted or Additional Limited Partner that is (A) a competitor or potential competitor of Pubco or the

Partnership or their respective Subsidiaries, (B) a Person with whom Pubco or the Partnership or their respective Subsidiaries has

had or is expected to have a material commercial or financial relationship or (C) likely to subject Pubco or the Partnership or

their respective Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof,

in each case as determined by the General Partner in its sole discretion, the admission of the purchaser, assignee, transferee or other

recipient as a Substituted or Additional Limited Partner shall have been approved by the General Partner;

(iii)           the

General Partner shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to

the General Partner, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or

other recipient, and the General Partner shall have executed (and the General Partner hereby agrees to execute) any other documents on

behalf of itself and the Partners required to effect the Transfer;

(iv)          the

provisions of Section 8.2(b) shall have been complied with;

(v)           the

General Partner shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any

other applicable law or (B) cause an assignment under the Investment Company Act;

(vi)           such

Transfer would not: (A) cause (or create a substantial risk of causing) the Partnership to be treated as a “publicly traded

partnership” within the meaning of Section 7704 of the Code or any other association taxable as a corporation for federal

income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established

securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury

Regulations Section 1.7704-1; or (B) result in the Partnership having more than 100 partners within the meaning of Treasury

Regulations Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3);

except as the General Partner may reasonably determine that the Partnership can rely on one or more of the secondary market safe harbors

set forth in Treasury Regulations Section 1.7704-1(c)(3));

(vii)         the

General Partner shall have received the opinion of counsel, if any, required by Section 8.2(c) in connection with such

Transfer; and

(viii)         all

necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary

in order to qualify the Partnership to conduct business or to preserve the limited liability of the Partners.

(b)           Each

Substituted Limited Partner and Additional Limited Partner shall be bound by all of the provisions of this Agreement. Each Substituted

Limited Partner and Additional Limited Partner, as a condition to its admission as a Partner, shall execute and acknowledge such instruments

(including a counterpart of this Agreement and the Exchange Agreement or a joinder agreement in customary form), in form and substance

reasonably satisfactory to the General Partner, as the General Partner reasonably deems necessary or desirable to effectuate such admission

and to confirm the agreement of such Substituted or Additional Limited Partner to be bound by all the terms and provisions of this Agreement

with respect to the Units acquired by such Substituted or Additional Limited Partner. The admission of a Substituted or Additional Limited

Partner shall not require the consent of any Partner (but shall require the consent of the General Partner, if and to the extent such

consent of the General Partner is expressly required by this Article VIII). As promptly as practicable after the admission

of a Substituted or Additional Limited Partner, the Unit Ownership Ledger and other books and records of the Partnership and Exhibit A

shall be changed to reflect such admission.

a further condition to any Transfer of all or any part of a Partner’s Units, the General Partner may, in its discretion, require

a written opinion of counsel to the transferring Partner reasonably satisfactory to the General Partner, obtained at the sole expense

of the transferring Partner, reasonably satisfactory in form and substance to the General Partner, as to such matters as are customary

and appropriate in transactions of this type, including (or, in the case of any Transfer made to a Permitted Transferee, limited to an

opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities

Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant

to the Exchange Agreement.

Section 8.3            Expense

of Transfer; Indemnification. All reasonable costs and expenses incurred by the General Partner and the Partnership in connection

with any Transfer of a Partner’s Units, including any filing and recording costs and the reasonable fees and disbursements of counsel

for the Partnership, shall be paid by the transferring Partner. In addition, the transferring Partner hereby indemnifies the General

Partner and the Partnership against any losses, claims, damages or liabilities to which the General Partner, the Partnership or any of

their Affiliates may become subject arising out of or based upon any false representation or warranty made by, or breach or failure to

comply with any covenant or agreement of, such transferring Partner or such transferee in connection with such Transfer.

Section 8.4            Exchange

Agreement. In connection with any Transfer of any portion of a Partner’s Units pursuant to the Exchange Agreement, the

General Partner shall cause the Partnership to take any action as may be required under the Exchange Agreement or requested by any party

thereto to effect such Transfer promptly.

Section 8.5            Admission

of a Successor General Partner. A Person shall be admitted as a Successor General Partner if and only if such Person is elected

to be a Successor General Partner by Pubco.

Article IX

WITHDRAWAL AND RESIGNATION OF LIMITED PARTNERS

Section 9.1            Withdrawal

and Resignation of Limited Partners. No Limited Partner shall have the power or right to withdraw or otherwise resign from the

Partnership prior to the dissolution and winding up of the Partnership pursuant to Article X, without the prior written consent

of the General Partner (which consent may be withheld by the General Partner in its sole discretion), except as otherwise expressly permitted

by this Agreement. Upon a Transfer of all of a Partner’s Units in a Transfer permitted by this Agreement, and (if applicable) the

Equity Agreements, such Partner shall cease to be a Partner. Notwithstanding that payment on account of a withdrawal may be made after

the effective time of such withdrawal, any completely withdrawing Partner will not be considered a Partner for any purpose after the

effective time of such complete withdrawal, and, in the case of a partial withdrawal, such Partner’s Capital Account (and corresponding

voting and other rights) shall be reduced for all other purposes hereunder upon the effective time of such partial withdrawal.

Section 9.2            General

Partner. The General Partner shall not have the power or right to withdraw or otherwise resign (and not withdraw or otherwise

resign) from the Partnership prior to the dissolution and winding up of the Partnership pursuant to Article X, without the

prior written consent of the Board (which consent may be withheld by the Board in its sole discretion).

Section 9.3            Former

General Partner’s Liabilities. No former General Partner shall be liable for Partnership debts or other liabilities or

obligations of the Partnership incurred after the date such Person ceases to be the Partnership’s general partner, but shall continue

to be liable for Partnership debts and other liabilities and obligations of the Partnership incurred before such date.

Article X

DISSOLUTION AND LIQUIDATION

Section 10.1         Dissolution.

The Partnership shall not be dissolved by the admission of Additional Limited Partners or Substituted Limited Partners or an additional

General Partner or Successor General Partner, or by the death, retirement, expulsion, bankruptcy or dissolution of a Partner. The Partnership

shall dissolve, and its affairs shall be wound up upon the first to occur of the following:

(a)           at

the election of the General Partner to dissolve the Partnership; and

(b)           the

entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Delaware Act.

Except as otherwise set forth

in this Article X, the Partnership is intended to have perpetual existence. An Event of Withdrawal shall not cause a dissolution

of the Partnership and the Partnership shall continue in existence subject to the terms and conditions of this Agreement.

Section 10.2         Liquidation

and Termination. On the dissolution of the Partnership, the General Partner shall act as liquidator or may appoint one or more

representatives, Partners or other Persons as liquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Partnership

and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as the Partnership’s

expense. Until final distribution, the liquidators shall continue to operate the Partnership properties with all of the power and authority

of the General Partner. The steps to be accomplished by the liquidators are as follows:

(a)           The

liquidators shall pay, satisfy or discharge from the Partnership’s funds all of the debts, liabilities and obligations of the Partnership

(including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the

establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine).

(b)           As

promptly as practicable after dissolution, the liquidators shall (i) determine the Fair Market Value (the “Liquidation

FMV”) of the Partnership’s remaining assets (the “Liquidation Assets”) in accordance with Article X,

(ii) determine the amounts to be distributed to each Partner in accordance with Section 4.1 and (iii) deliver to

each Partner a statement (the “Liquidation Statement”) setting forth the Liquidation FMV and the amounts and recipients

of such Distributions, which Liquidation Statement shall be final and binding on all Partners.

soon as the Liquidation FMV and the proper amounts of Distributions have been determined in accordance with Section 10.2(b),

the liquidators shall promptly distribute the Partnership’s Liquidation Assets to the holders of Units in accordance with Section 4.1(b).

In making such distributions, the liquidators shall allocate each type of Liquidation Assets (i.e., cash or cash equivalents,

preferred or common equity securities, etc.) among the Partners ratably based upon the aggregate amounts to be distributed with

respect to the Units held by each such holder; provided that the liquidators may allocate each type of Liquidation Assets so as

to give effect to and take into account the relative priorities of the different Units; provided, further that, in the

event that any securities are part of the Liquidation Assets, each Partner that is not an “accredited investor” as such term

is defined under the Securities Act may, in the sole discretion of the General Partner, receive, and hereby agrees to accept, in lieu

of such securities, cash consideration with an equivalent value to such securities as determined by the General Partner. Any non-cash

Liquidation Assets will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be

allocated in accordance with Section 4.2 and Section 4.3. If any Partner’s Capital Account is not equal

to the amount to be distributed to such Partner pursuant to Section 10.2(b), Profits and Losses for the Fiscal Year in which

the Partnership is dissolved shall be allocated among the Partners in such a manner as to cause, to the extent possible, each Partner’s

Capital Account to be equal to the amount to be distributed to such Partner pursuant to Section 10.2(b). The distribution

of cash and/or property to a Partner in accordance with the provisions of this Section 10.2(b) constitutes a complete

return to the Partner of its Capital Contributions and a complete distribution to the Partner of its interest in the Partnership and

all the Partnership property and constitutes a compromise to which all Partners have consented within the meaning of the Delaware Act.

To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those funds.

Section 10.3         Securityholders

Agreement. To the extent that units or other equity securities of any Subsidiary are distributed to any Partners and unless otherwise

agreed to by the General Partner, such Partners hereby agree to enter into a securityholders agreement with such Subsidiary and each

other Partner, which agreement shall contain rights and restrictions in form and substance similar to the provisions and restrictions

set forth herein (including in Article VIII).

Section 10.4         Cancellation

of Certificate. On completion of the distribution of the Partnership’s assets as provided herein, the Partnership shall

be terminated (and the Partnership shall not be terminated prior to such time), and the General Partner (or such other Person or Persons

as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any

other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate

the Partnership. The Partnership shall be deemed to continue in existence for all purposes of this Agreement until it is terminated 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 Partnership

and the liquidation of its assets pursuant to Section 10.2 in order 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 Partners (it being understood that any such return shall be made solely from the Partnership assets).

Section 10.7         Hart-Scott-Rodino.

In the event the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) is applicable to any Partner,

the dissolution of the Partnership shall not be consummated until such time as the applicable waiting period (and extensions thereof)

under the HSR Act have expired or otherwise been terminated with respect to each such Partner.

Article XI

GENERAL PROVISIONS

Section 11.1         Power

of Attorney. Each Partner hereby constitutes and appoints the General Partner and the liquidators, if any and as applicable,

and their respective designees, with full power of substitution, as his, her or its true and lawful agent and attorney-in-fact, with

full power and authority in his, her or its name, place and stead, to execute, swear to, acknowledge, deliver, file and record in the

appropriate public offices (to the same extent such Person could take such action): (a) this Agreement, all certificates and other

instruments and all amendments hereof or thereof in accordance with the terms hereof that the General Partner deems appropriate or necessary

to form, qualify or continue the qualification of, the Partnership as a limited partnership in the State of Delaware and in all other

jurisdictions in which the Partnership may conduct business or own property or as otherwise permitted herein; (b) all instruments,

agreements, amendments or other documents that the General Partner deems appropriate or necessary to reflect any amendment, change, modification

or restatement of this Agreement in accordance with its terms; (c) all conveyances and other instruments or documents that the General

Partner and/or the liquidators deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant

to the terms of this Agreement, including the Certificate of Amendment and Certificate of Cancellation as required under Section 2.8(b);

and (d) all instruments relating to the admission, withdrawal or substitution of any Partner pursuant to Article VIII

or Article IX. The foregoing power of attorney is irrevocable and coupled with an interest, and shall survive the death,

disability, incapacity, dissolution, bankruptcy, insolvency or termination of any Partner and the Transfer of all or any portion of his,

her or its Units and shall extend to such Partner’s heirs, successors, permitted assigns and personal representatives.

Section 11.2         Amendments.

This Agreement may be amended (including, for purposes of this Section 11.2, any amendment effected directly or indirectly

by way of a merger or consolidation of the Partnership) or waived, in whole or in part, by the General Partner; provided, however,

that (a) to the extent any amendment or waiver would adversely affect the economic rights of the holders of Series A Units

or the terms and conditions of the Series A Units, such amendment or waiver may only be made by the General Partner upon the prior

written consent of the holders of a majority of the issued and outstanding Series A Units (other than Pubco and its Subsidiaries),

and (b) to the extent any amendment or waiver would disproportionately and adversely affect the rights of any Partner of a class

compared with the rights of any other Partner of such class, such amendment or waiver may only be made by the General Partner upon the

prior written consent of such disproportionately and adversely affected Partner.

Section 11.3         Title

to the Partnership Assets. The Partnership’s assets shall be deemed to be owned by the Partnership as an entity, and no

Partner, individually or collectively, shall have any ownership interest in such assets or any portion thereof. Legal title to any or

all of such assets may be held in the name of the Partnership or one or more nominees, as the General Partner may determine. The General

Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name of any nominee shall be held

in trust by such nominee for the use and benefit of the Partnership in accordance with the provisions of this Agreement. All Partnership

assets shall be recorded as the property of the Partnership on its books and records, irrespective of the name in which legal title to

such assets is held.

Section 11.4         Remedies.

Each Partner and the Partnership shall have all rights and remedies set forth in this Agreement and all rights and remedies that such

Person has been granted at any time under any other agreement or contract and all of the rights that such Person has under any law. Any

Person having any rights under any provision of this Agreement or any other agreements contemplated hereby shall be entitled to enforce

such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this

Agreement and to exercise all other rights granted by law.

Section 11.5         Successors

and Assigns. All covenants and agreements contained in this Agreement shall bind and inure to the benefit of the parties hereto

and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns, whether so expressed

or not. PSP is an express third party beneficiary of its rights under this Agreement.

Section 11.6         Severability.

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable

law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or

rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or the effectiveness

or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction

as if such invalid, illegal or unenforceable provision had never been contained herein or if such term or provision could be drawn more

narrowly so as not to be illegal, invalid, prohibited or unenforceable in such jurisdiction, it shall be so narrowly drawn, as to such

jurisdiction, without invalidating the remaining terms and provisions of this Agreement or affecting the legality, validity or enforceability

of such term or provision in any other jurisdiction.

Section 11.7         Counterparts;

Binding Agreement. This Agreement may be executed simultaneously in two or more separate counterparts, any one of which need

not contain the signatures of more than one party, but each of which will be an original and all of which together shall constitute one

and the same agreement binding on all the parties hereto. This Agreement and all of the provisions hereof shall be binding upon and effective

as to each Person who (a) executes this Agreement in the appropriate space provided in the signature pages hereto notwithstanding

the fact that other Persons who have not executed this Agreement may be listed on the signature pages hereto and (b) may from

time to time become a party to this Agreement by executing a counterpart of or joinder to this Agreement.

Section 11.8         Descriptive

Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute

a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding

masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The

use of the word “including” in this Agreement shall be by way of example rather than by limitation. Reference to any agreement,

document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance

with the terms thereof, and if applicable hereof. Whenever required by the context, references to a Fiscal Year shall refer to a portion

thereof. The use of the words “or,” “either” and “any” shall not be exclusive. The parties hereto

have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation

arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise

favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Wherever a conflict exists

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

Section 11.9         Applicable

Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving

effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction)

that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 11.10       Addresses

and Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this

Agreement shall be in writing and shall be deemed to have been given or made when (a) delivered personally to the recipient, (b) telecopied

to the recipient, or delivered by means of electronic mail if telecopied/emailed on a Business Day, and otherwise on the next Business

Day or (c) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid).

Such notices, demands and other communications shall be sent to the address for such recipient set forth in the Partnership’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.

Section 11.11       Creditors.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Partnership or any of its

Affiliates, and no creditor who makes a loan to the Partnership or any of its Affiliates may have or acquire (except pursuant to the

terms of a separate agreement executed by the Partnership in favor of such creditor) at any time as a result of making the loan any direct

or indirect interest in the Partnership’s Profits, Losses, Distributions, capital or property other than as a secured creditor.

Notwithstanding the foregoing, each of the Indemnitees are intended third party beneficiaries of Section 6.2 and shall be

entitled to enforce such provision (as it may be in effect from time to time) directly as if a party hereto.

Section 11.12       No

Waiver. No failure by any party hereto to insist upon the strict performance of any covenant, duty, agreement or condition of

this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any

other covenant, duty, agreement or condition.

Section 11.13       Further

Action. The parties hereto 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, in each case, as and when requested by the

General Partner.

Section 11.14       Entire

Agreement. This Agreement and the other Transaction Documents embody the complete agreement and understanding among the parties

with respect to the subject matter herein and supersede and preempt any prior understandings, agreements or representations by or among

the parties, written or oral, which may have related to the subject matter hereof in any way.

Section 11.15       Delivery

by Electronic Means. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in

connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered

by means of a facsimile machine or electronic transmission in portable document format (pdf) or comparable electronic transmission, shall

be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect

as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or

instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party

hereto or to any such agreement or instrument shall raise the use of a facsimile machine or pdf electronic transmission or comparable

electronic transmission to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated

through the use of a facsimile machine or pdf electronic transmission as a defense to the formation or enforceability of a contract and

each such party forever waives any such defense.

Section 11.16       Certain

Acknowledgments. This Agreement shall be considered for all purposes as having been prepared through the joint efforts of the

parties hereto. No presumption shall apply in favor of any party hereto in the interpretation of this Agreement or in the resolution

of any ambiguity of any provision hereof based on the preparation, substitution, submission or other event of negotiation, drafting or

execution hereof. Each Partner acknowledges that such Partner or Partner is entitled to and has been afforded the opportunity to consult

legal counsel of its choice regarding the terms, conditions and legal effects of this Agreement, as well as the advisability and propriety

thereof. Each Partner further acknowledges that having so consulted with legal counsel of its choosing, such Partner or Partner hereby

waives any right to raise or rely upon the lack of representation or effective representation in any future proceedings or in connection

with any future claim resulting from this Agreement or the formation of the Partnership.

Section 11.17       Consent

to Jurisdiction; WAIVER OF TRIAL BY JURY.

(a)           Consent

to Jurisdiction. Each party hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the

State of Delaware and the state courts of the State of Delaware for the purposes of any suit, action or other proceeding arising out

of this Agreement or any transaction contemplated hereby. Each party hereto further agrees that service of any process, summons, notice

or document by United States certified or registered mail (in each such case, prepaid return receipt requested) to such party hereto’s

respective address set forth in the Partnership’s books and records or 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 shall be effective service of process in any action,

suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately

preceding sentence. Each party hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit

or proceeding arising out of this Agreement or the transactions contemplated hereby in the United States District Court for the State

of Delaware or the state courts of the State of Delaware and hereby irrevocably and unconditionally waives and agrees not to plead or

claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

(b)           WAIVER

OF TRIAL BY JURY. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY

AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES HERETO WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES),

THE PARTIES HERETO DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION

OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY HERETO HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,

SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE,

ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS

ESTABLISHED AMONG THE PARTIES HEREUNDER.

Section 11.18       Representations

and Warranties. By execution of this Agreement, each Partner severally represents and warrants as follows:

(a)           Such

Partner has full legal right, power and authority to deliver this Agreement and the other Transaction Documents and to perform such Partner’s

obligations hereunder and thereunder;

(b)           This

Agreement and the other Transaction Documents constitute the legal, valid and binding obligation of such Partner enforceable in accordance

with its respective terms, except as the enforcement thereof may be limited by bankruptcy and other laws of general application relating

to creditors’ rights or general principles of equity;

this Agreement nor the other Transaction Documents violate, conflict with, result in a breach of the terms, conditions or provisions

of or constitute a default or an event of default under any other agreement of which such Partner is a party; and

(d)           Such

Partner’s investment in Units in the Partnership is made for such Partner’s own account for investment purposes only and

not with a view to the resale or distribution of such Units in violation of applicable securities laws.

Section 11.19       Tax

Receivable Agreement. The Tax Receivable Agreement and the Exchange Agreement shall each be treated as part of this Agreement

as described in Section 761(c) of the Code, and Treasury Regulations Section 1.704-1(b)(2)(ii)(h) and Section 1.761-1(c) with

respect to payments to a Partner with respect to an Exchange (as defined in the Tax Receivable Agreement) by such Partner.

* * * * *

IN WITNESS WHEREOF, the undersigned

have executed or caused to be executed on their behalf this Sixth Amended and Restated Limited Partnership Agreement as of the Effective

Date.

PARTNERSHIP

SUJA LIFE HOLDINGS, L.P.

By: Suja Life, Inc.

Its: General Partner

By: /s/ Maria Stipp

Name: Maria Stipp

Title: Chief Executive Officer

PUBCO

SUJA LIFE, INC.

By:

/s/ Maria Stipp

Name:

Maria Stipp

Title:

Chief Executive Officer

PRIOR GENERAL PARTNER

SUJA LIFE HOLDINGS GP, LLC

By:

/s/ Kevin Schwartz

Name:

Kevin Schwartz

Title:

President & Chief Executive Officer

LIMITED PARTNERS

SUJA LIFE SUB, INC.

By:

/s/ Maria Stipp

Name:

Maria Stipp

Title:

Chief Executive Officer

SLICE LIFE INTERMEDIATE HOLDINGS, LLC

By:

/s/ Maria Stipp

Name:

Maria Stipp

Title:

Chief Executive Officer

Signature Page to Suja Life Holdings, L.P. Sixth Amended and Restated

Limited Partnership Agreement

VIVE BUYER, INC.

By:

/s/ Maria Stipp

Name:

Maria Stipp

Title:

Chief Executive Officer

SUJA LIFE CONSORTIUM AGGREGATOR, L.P.

By: Suja Life Consortium Aggregator GP,

LLC

Its: General Partner

By:

/s/ Kevin Schwartz

Name:

Kevin Schwartz

Title:

President & Chief Executive Officer

Signature Page to Suja

Life Holdings, L.P. Sixth Amended and Restated Limited Partnership Agreement

UNIT OWNERSHIP LEDGER

As of May 7, 2026

On file with the Partnership.

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: tm2530822d27_ex10-3.htm · Sequence: 7

Exhibit 10.3

TAX RECEIVABLE AGREEMENT

by and among

SUJA

LIFE, INC.,

SUJA

LIFE HOLDINGS, L.P.

and

the

OTHER persons named herein

Dated as of May 7, 2026

TAX RECEIVABLE AGREEMENT

This

TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 7, 2026, is hereby entered

into by and among Suja Life, Inc., a Delaware corporation (“PubCo”), Suja Life Holdings, L.P., a Delaware

limited partnership (“Holdings LP”), and each of the undersigned parties and the other persons who agree to

become party to this Agreement and who shall thereafter be listed on Schedule A attached hereto from time to time (each, a “Rights

Holder” and collectively, the “Rights Holders”).

RECITALS

WHEREAS,

the Rights Holders directly or indirectly hold equity interests in Holdings LP (the “LP Units”) and/or PubCo;

WHEREAS,

Holdings LP is treated as a partnership for U.S. federal income tax purposes and PubCo is treated as a corporation for U.S. federal income

tax purposes;

WHEREAS,

after the IPO, PubCo will be the general partner of Holdings LP and will hold, directly and/or indirectly, LP Units;

WHEREAS,

each of PSP Suja Life Blocker, LLC, a Delaware limited liability company (the “PSP Blocker”), and Vive Aggregator,

LLC, a Delaware limited liability company (“Vive Aggregator” and, together with the PSP Blocker, the “Blockers”,

and each, a “Blocker”), is treated as a corporation for U.S. federal income tax purposes and directly or indirectly

held, immediately prior to the Blocker Reorganization (as defined below), LP Units;

WHEREAS,

in preparation for and in connection with the IPO (as defined below), (a) each Blocker Shareholder (as defined below) contributed

the equity interests of the applicable Blocker(s) to Suja Life Sub, Inc., a newly formed Delaware corporation (“Company

Sub”), in exchange for equity interests therein, and (b) each Blocker Shareholder contributed the equity interests

of Company Sub received in the exchange described in the foregoing clause (a) to PubCo in exchange for equity interests therein

(the exchanges described in the foregoing clauses (a) and (b), collectively, the “Blocker Reorganization”);

WHEREAS,

as a result of the Blocker Reorganization, the Corporate Taxpayer (as defined below) will (i) be entitled to utilize Blocker Attributes

(as defined below) and (ii) obtain the benefit of the Blocker Transferred Basis (as defined below);

WHEREAS,

in connection with the IPO, PubCo will acquire (directly or indirectly) IPO Units (as defined below) for a contribution of cash to Holdings

LP not treated as part of a disguised sale under Section 707(a) of the Code (the “IPO Exchange”);

WHEREAS,

as a result of the IPO Exchange and the merger of certain other holders of LP Units with and into Subsidiaries of PubCo, the Corporate

Taxpayer will be entitled to obtain the benefit of the IPO Basis (as defined below);

WHEREAS,

the LP Units held by certain of the Rights Holders subsequently may be exchanged for Class A Shares and/or cash or other property,

in accordance with and subject to the provisions of the Exchange Agreement (as defined below);

WHEREAS,

as a result of an Exchange (as defined below), the Corporate Taxpayer will (i) be entitled to use the Basis Adjustments (as defined

below) relating to such LP Units exchanged in the Exchange (as defined below) and (ii) obtain the benefit of the Exchange Transferred

Basis (as defined below);

WHEREAS,

Holdings LP and each of its direct and indirect subsidiaries, if any, treated as a partnership for U.S. federal income tax purposes will

have in effect an election under Section 754 of the Code (i) for each Taxable Year that includes the IPO and (ii) for

each Taxable Year in which a taxable acquisition (including a deemed taxable acquisition under Section 707(a) of the Code)

or non-taxable acquisition of LP Units by the Corporate Taxpayer from any of the Rights Holders for stock of the Corporate Taxpayer and/or

cash or redemption by Holdings LP, in each case of this clause (ii), occurs in connection with the IPO or after the IPO (any such acquisition

or redemption, including any deemed taxable acquisition under Section 707(a) of the Code, an “Exchange”);

WHEREAS,

the income, gain, loss, expense and other Tax items of the Corporate Taxpayer may be affected by the (i) Blocker Attributes, (ii) Blocker

Transferred Basis, (iii) IPO Basis, (iv) Exchange Transferred Basis, (v) Basis Adjustments and (vi) Imputed Interest

(as defined below) (collectively, the “Tax Attributes”); and

WHEREAS,

the parties to this Agreement desire to provide for certain payments and to make certain arrangements with respect to the effect of the

Tax Attributes on the liability for taxes of the Corporate Taxpayer.

NOW,

THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth in this Agreement, and

intending to be legally bound hereby, the parties hereto agree as follows:

Article I

DEFINITIONS

Section 1.1            Definitions.

As used in this Agreement,

the terms set forth in this Article I shall have the following meanings.

“Accrued

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

“Accrued Payment”

has the meaning set forth in Section 3.6.

“Actual

Tax Liability” means, with respect to any Taxable Year, the sum of (a) (i) the actual liability of the Corporate

Taxpayer for U.S. federal income Taxes (if applicable, determined in accordance with a Determination or Amended Schedule and by assuming

any state and local income taxes relevant to calculating such U.S. federal income taxes are determined in accordance with the following

clause (b)) and (ii) without duplication, the portion of any liability for U.S. federal income Taxes imposed directly on

Holdings LP (or Holdings LP’s applicable Subsidiaries or other Persons in which Holdings LP owns a direct or indirect equity interest)

under Section 6225 or any similar provision of the Code and any state and local Taxes imposed directly on Holdings LP (or Holdings

LP’s applicable Subsidiaries or other Persons in which Holdings LP owns a direct or indirect equity interest), in each case, that

is allocable to the Corporate Taxpayer under Section 704 of the Code or otherwise attributable to the Corporate Taxpayer in accordance

with the Holdings LP Agreement, plus (b) the product of (i) the amount of the U.S. federal taxable income (not below

zero) for such Taxable Year (if applicable, determined in accordance with a Determination or Amended Schedule) reported on the Corporate

Taxpayer’s IRS Form 1120 (or any successor form) and (ii) the Blended S/L Rate.

“Affiliate”

of any particular Person means any other Person controlling, controlled by or under common control with such Person, where for purposes

of this definition, “control” means the possession, directly or indirectly, of the power to direct the management and policies

of a Person whether through the ownership of voting securities, its capacity as a sole or managing member or otherwise. For purposes

of this Agreement, no Rights Holder shall be considered to be an Affiliate of the Corporate Taxpayer, Holdings LP or any of their respective

Subsidiaries.

“Agreed

Rate” means a per annum rate of SOFR plus 100 basis points.

“Agreement”

has the meaning set forth in the Preamble.

“Amended

Schedule” has the meaning set forth in Section 2.4(b).

“Attributable”

means the portion of any Tax Attribute of the Corporate Taxpayer that is “Attributable” to any present or former Rights Holder,

as the case may be, determined under the following principles:

(i)            any

Blocker Attributes (and any Basis Adjustments in respect thereof) shall be determined separately with respect to each Blocker based on

the Blocker Attributes attributable to such Blocker at the time of the Blocker Reorganization, and are Attributable to the Blocker Shareholders

of each Blocker to which such Blocker Attributes relate in proportion to each Blocker Shareholder’s interest in such Blocker prior

to the Blocker Reorganization;

(ii)           any

Blocker Transferred Basis (and any Basis Adjustments in respect thereof) shall be determined separately with respect to each Blocker

based on the Blocker Transferred Basis (and related Basis Adjustments) associated with the Blocker LP Units that were acquired directly

or indirectly by the Corporate Taxpayer as a result of the participation of such Blocker in the Blocker Reorganization, and shall be

Attributable to the Blocker Shareholders of each Blocker to which such Blocker Transferred Basis (and related Basis Adjustments) relates

in proportion to each Blocker Shareholder’s interest in such Blocker prior to the Blocker Reorganization;

(iii)          any

IPO Basis (and any Basis Adjustments in respect thereof) shall be determined separately with respect to each Rights Holder, as applicable,

in an amount equal to the product of (A) the total IPO Basis and (B) the IPO Basis Percentage of the LP Units previously held

by such Rights Holder and transferred (whether pursuant to the Blocker Reorganization or an Exchange) to the Corporate Taxpayer, as applicable;

(iv)          any

Exchange Transferred Basis (and any Basis Adjustments in respect thereof) shall be determined separately with respect to each Exchanging

Holder and is Attributable to each Exchanging Holder in an amount equal to the total Exchange Transferred Basis relating to the LP Units

delivered to the Corporate Taxpayer by such Exchanging Holder in the applicable Exchange;

(v)           any

Basis Adjustments shall be determined separately with respect to each Exchanging Holder and each Blocker Shareholder, and are Attributable

to such Exchanging Holder or Blocker Shareholder in an amount equal to the total Basis Adjustments relating to the LP Units delivered

to the Corporate Taxpayer by such Exchanging Holder or Blocker Shareholder in the Exchange or the Blocker Reorganization, as applicable;

and

(vi)          any

deduction to the Corporate Taxpayer with respect to a Taxable Year in respect of Imputed Interest is Attributable to the Person that

is required to include the Imputed Interest in income (without regard to whether such person is actually subject to Tax thereon).

“Attribute Schedule”

has the meaning set forth in Section 2.2.

“Basis

Adjustment” means the adjustment to the Tax basis of a Reference Asset under Sections 732, 734(b), 707(a), 737 and/or 1012

of the Code and the Treasury Regulations promulgated thereunder (in situations where, as a result of one or more Exchanges, Holdings

LP becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes) or under Sections 734(b), 743(b) and

755 of the Code and the Treasury Regulations promulgated thereunder (in situations where, following an Exchange, Holdings LP remains

in existence as an entity classified as a partnership for U.S. federal income tax purposes) and, in each case, comparable sections of

state and local tax laws, as a result of (i) an Exchange, (ii) the payments made pursuant to this Agreement in respect of such

Exchange or (iii) the payments made pursuant to this Agreement in respect of the Blocker Reorganization. For the avoidance of doubt,

the amount of any Basis Adjustment resulting from an Exchange shall be determined without regard to any Pre-Exchange Transfer and as

if any such Pre-Exchange Transfer had not occurred. The amount of any Basis Adjustment shall be determined using the Market Value of

the LP Units that are the subject of the Exchange at the time of the Exchange.

“Blended

S/L Rate” means, with respect to any Taxable Year, the sum of the apportionment-weighted effective rates of tax imposed

on the aggregate net income of the Corporate Taxpayer in each U.S. state and local jurisdiction in which the Corporate Taxpayer files

Tax Returns for such Taxable Year, with the maximum effective rate in any state or local jurisdiction being equal to the product of (i) the

apportionment factor on the income or franchise Tax Return in such jurisdiction for such Taxable Year and (ii) the maximum applicable

corporate income tax rate in effect in such jurisdiction in such Taxable Year. As an illustration of the calculation of Blended S/L Rate

for a Taxable Year, if the Corporate Taxpayer solely files Tax Returns in State 1 and State 2 in a Taxable Year, the maximum applicable

corporate income tax rates in effect in such states in such Taxable Year are 6.5% and 5.5%, respectively, and the apportionment factors

for such states in such Taxable Year are 60% and 40%, respectively, then the Blended S/L Rate for such Taxable Year is equal to 6.10%

(i.e., the sum of (a) 6.5%, multiplied by 60%, plus (b) 5.5%, multiplied by 40%).

“Blocker(s)”

has the meaning set forth in the Recitals of this Agreement.

“Blocker 743(b) Adjustment”

means any adjustment, existing as of the close of the IPO Date (as determined based on an interim closing of the books of Holdings LP

as of the close of the IPO Date), to the Tax basis of the Reference Assets under Section 743(b) of the Code that is attributable

to the LP Units held by a Blocker.

“Blocker Attributes”

means, without duplication, the net operating losses, capital losses, research and development credits, foreign tax credits, excess Section 163(j) limitation

carryforwards, charitable deductions and any Tax attributes (other than capitalized debt issuance costs) that the Corporate Taxpayer

is entitled to utilize as a result of the Blocker Reorganization that relate to periods (or portions thereof) prior to the Blocker Reorganization;

provided, however, that in order to determine whether any such Tax attribute is a Blocker Attribute, the Taxable

Year of the Corporate Taxpayer that includes the effective date of the Blocker Reorganization shall be deemed to end as of the close

of such effective date.

“Blocker LP Units”

means the LP Units acquired directly or indirectly by the Corporate Taxpayer in the Blocker Reorganization.

“Blocker Reorganization”

has the meaning set forth in the Recitals of this Agreement.

“Blocker Shareholder”

means any Person who, prior to the Blocker Reorganization, directly or indirectly held equity interests of a Blocker, and as a result

of the Blocker Reorganization, holds Class A Shares (or held Class A Shares prior to any disposition thereof, and such Person’s

successors and permitted transferees).

“Blocker

Transferred Basis” means the Tax basis (including any Blocker 743(b) Adjustments) of any Reference Asset that is (i) amortizable

under Section 197 of the Code, (ii) depreciable under Section 168 of the Code for U.S. federal income Tax purposes or

(iii) otherwise reportable as amortizable or depreciable on IRS Form 4562 for U.S. federal income Tax purposes relating to

the Blocker LP Units transferred from the Blocker to the Corporate Taxpayer and determined as of the time of the Blocker Reorganization;

provided, that, any Tax basis included in the IPO Basis and Attributable to the Blocker Shareholders (with respect to LP

Units acquired in the Blocker Reorganization) shall be excluded from the determination of the Blocker Transferred Basis to the extent

necessary to avoid double counting.

“Board”

means the Board of Directors of the Corporate Taxpayer.

“Business

Day” means any day except a Saturday, a Sunday and any other day on which commercial banks are required or authorized to

close in the State of New York.

“Change

of Control” means the occurrence of any one of the following events:

(i)            a

restructuring, reorganization, consolidation or similar form of transaction (or series of related transactions) for the purpose of modifying

the capital structure of the Corporate Taxpayer (including exchanging debt for equity) directly involving the Corporate Taxpayer or indirectly

involving the Corporate Taxpayer through one or more intermediaries unless, immediately following such transaction (or series of related

transactions), more than 50% of the voting power of the then-outstanding voting stock or other equity securities of the Corporate Taxpayer

resulting from the consummation of such transaction (including any parent or ultimate parent corporation of such Person that as a result

of such transaction owns directly or indirectly the Corporate Taxpayer and all or substantially all of the Corporate Taxpayer’s

assets) is held by the then-existing equityholders of the Corporate Taxpayer (determined immediately prior to such transaction and related

transactions); provided, that, for the avoidance of doubt, sales of stock or equity instruments (however structured) of

the Corporate Taxpayer in ordinary course market transactions will not, in and of itself, result in a Change of Control under this clause

(i);

(ii)            a

transaction (or series of related transactions) in which the Corporate Taxpayer, directly or indirectly, sells, assigns, conveys, transfers

or otherwise disposes of all or substantially all of its assets to another Person other than an Affiliate;

(iii)           a

transaction (or series of related transactions) in which there is an acquisition of control of the Corporate Taxpayer by a Person or

“group” of Persons (within the meaning set forth in Section 13(d) of the Securities Exchange Act of 1934) (excluding

(x) any Person or “group” or Persons that, on the IPO Date, is the beneficial owner of securities of PubCo representing

more than 50% of the combined voting power of PubCo’s then-outstanding voting securities or (y) any such “group”

formed after the IPO that includes members that collectively, as of the IPO Date, are the beneficial owners of securities of PubCo representing

more than 50% of the combined voting power of PubCo’s then-outstanding voting securities). For purposes of this definition, the

term “control” shall mean the possession, directly or indirectly, of the power to either (A) vote more than 50% of the

securities having ordinary voting power for the election of directors (or comparable positions in the case of partnerships and limited

liability companies), or (B) direct or cause the direction of the management and policies of such Person, whether by contract or

otherwise (for the avoidance of doubt, consent rights do not constitute “control” for the purpose of this definition); or

(iv)          the

liquidation or dissolution of the Corporate Taxpayer.

Notwithstanding the foregoing,

a “Change of Control” shall be deemed not to have occurred: (a) by virtue of the consummation of any transaction

or series of integrated transactions immediately following which the record holders of the shares of the Corporate Taxpayer immediately

prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in, and voting control

over, and own substantially all of the shares of, an entity which owns, directly or indirectly, all or substantially all of the assets

of the Corporate Taxpayer immediately following such transaction or series of transactions; (b) as a result of the imposition or

creation of a lien or encumbrance on the assets of the Corporate Taxpayer or any of its Subsidiaries which is not for the purpose of

effectuating a change in majority effective ownership or majority control over the Corporate Taxpayer; or (c) if the Rights Holder

Representative agrees in writing to elect for a “Change of Control” to not have occurred upon the occurrence of any transaction,

series of related transactions or any other occurrence that may otherwise qualify as a “Change of Control”.

“Class A

Shares” means shares of Class A Common Stock of PubCo, par value $0.0001 per share.

“Class V

Shares” means shares of Class V Common Stock of PubCo, par value $0.0001 per share.

“Code”

means the U.S. Internal Revenue Code of 1986, as amended.

“Common Stock”

means Class A Shares and Class V Shares.

“Company Sub”

has the meaning set forth in the Recitals of this Agreement.

“Corporate Taxpayer”

means PubCo and any company that is a member of a group filing a consolidated Tax Return of which PubCo (or any of its successors) is

a member, where appropriate.

“Covered Person”

has the meaning set forth in Section 7.15.

“Cumulative Net

Realized Tax Benefit” for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of

the Corporate Taxpayer, up to and including such Taxable Year, reduced, but not below zero, by the cumulative amount of Realized Tax

Detriment for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on

the most recent Tax Benefit Schedules or Amended Schedules, if any, in existence at the time of such determination; provided,

that, for the avoidance of doubt, the computation of the Cumulative Net Realized Tax Benefit shall be adjusted to reflect any

applicable Determination with respect to any Realized Tax Benefits and/or Realized Tax Detriments.

“Default

Rate” means a per annum rate of SOFR plus 500 basis points.

“Determination”

shall have the meaning ascribed to such term in Code Section 1313(a) or a similar applicable provision of state, or local income

tax law or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of

any liability for tax.

“Early

Termination Date” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.

“Early Termination

Event” means any event or circumstance (or group of events or circumstances) giving rise to an Early Termination Payment

pursuant to Section 4.1(b), (c) or (d).

“Early

Termination Notice” has the meaning set forth in Section 4.1(b).

“Early

Termination Payment” has the meaning set forth in Section 4.2(b).

“Early

Termination Rate” means the lesser of (i) 6.5% per annum, compounded annually, and (ii) a per annum rate of SOFR

plus 100 basis points.

“Early

Termination Schedule” has the meaning set forth in Section 4.1(b).

“Exchange”

has the meaning set forth in the Recitals of this Agreement.

“Exchange Agreement”

means that certain Exchange Agreement, dated the date hereof, by and among the Corporate Taxpayer, Holdings LP, Suja Life Consortium

Aggregator, L.P. and the other Persons from time to time party thereto.

“Exchange Consideration”

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

“Exchange Date”

means the date of any Exchange.

“Exchange Transferred

Basis” means the Tax basis (including, for the avoidance of doubt, Tax basis arising under Section 734(b) of

the Code) of any Reference Asset that is (i) amortizable under Section 197 of the Code, (ii) depreciable under Section 168

of the Code or (iii) otherwise reportable as amortizable or depreciable on IRS Form 4562 for U.S. federal income Tax purposes

relating to the LP Units transferred upon an Exchange and determined as of the time of such Exchange; provided, that, any

Tax basis included in the IPO Basis and Attributable to Exchanging Holders (with respect to the LP Units subject to the Exchange Agreement)

shall be excluded from the determination of the Exchange Transferred Basis to the extent necessary to avoid double counting.

“Exchanging

Holder” means any Rights Holder that holds and/or has held LP Units that are subject to the terms of the Exchange

Agreement.

“Expert”

has the meaning set forth in Section 7.10.

“Future TRAs”

has the meaning set forth in Section 5.3.

“Holdings LP”

has the meaning set forth in the Preamble.

“Holdings LP

Agreement” means that certain Sixth Amended and Restated Agreement of Limited Partnership of Holdings LP, dated as of the

date hereof, as such agreement may be further amended, restated, supplemented and/or otherwise modified from time to time.

“Hypothetical

Tax Liability” means, with respect to any Taxable Year, the sum of (a) (i) the hypothetical liability of the

Corporate Taxpayer for U.S. federal income Taxes (if applicable, determined in accordance with a Determination or Amended Schedule and

by assuming any state and local income taxes relevant to calculating such U.S. federal income taxes are determined in accordance with

the following clause (b)) and (ii) without duplication, the portion of any liability for U.S. federal income Taxes imposed

directly on Holdings LP (or Holdings LP’s applicable Subsidiaries or other Persons in which Holdings LP owns a direct or indirect

equity interest) under Section 6225 or any similar provision of the Code and any state and local Taxes imposed directly on Holdings

LP (or Holdings LP’s applicable Subsidiaries or other Persons in which Holdings LP owns a direct or indirect equity interest),

in each case, that is allocable to the Corporate Taxpayer under Section 704 of the Code or otherwise attributable to the Corporate

Taxpayer in accordance with the Holdings LP Agreement, plus (b) the product of (i) the amount of the U.S. federal taxable

income (not below zero) for such Taxable Year (if applicable, determined in accordance with a Determination or Amended Schedule) reported

on the Corporate Taxpayer’s IRS Form 1120 (or any successor form) and (ii) the Blended S/L Rate, in each case of clauses

(a) and (b) above, calculated in accordance with the definition of Actual Tax Liability and using the same methods, elections,

conventions, and similar practices used on the relevant Tax Return, but (A) without taking into account Blocker Attributes, if any,

(B) using the Non-Blocker Transferred Basis as reflected on the Attribute Schedule, including amendments thereto for the Taxable

Year, (C) using the Non-IPO Basis as reflected on the Attribute Schedule, including amendments thereto for the Taxable Year, (D) using

the Non-Exchange Transferred Basis as reflected on the Attribute Schedule, including amendments thereto for the Taxable Year, (E) using

the Non-Stepped Up Tax Basis as reflected on the Attribute Schedule, including amendments thereto for the Taxable Year, and (F) excluding

any deduction attributable to Imputed Interest attributable to any payment made under this Agreement for the Taxable Year. For the avoidance

of doubt, Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any Tax item (or portion

thereof) that is attributable to a Tax Attribute, as applicable. For the avoidance of doubt, the basis of the Reference Assets in the

aggregate for purposes of determining the Hypothetical Tax Liability can never be less than zero.

“Imputed Interest”

means any interest imputed under Section 1272, Section 1274, or Section 483 or other provision of the Code and any similar

provision of state and local Tax law with respect to the Corporate Taxpayer’s payment obligations in respect of the Corporate Taxpayer

under this Agreement.

“Independent

Directors” means the members of the Board of Directors of PubCo who are “independent” under the standards of

the principal U.S. securities exchange on which the Common Stock is traded or quoted.

“Intended Tax Treatment”

has the meaning set forth in Section 3.7(f).

“IPO”

means the initial public offering of Common Stock pursuant to the registration statement on Form S-1 of PubCo.

“IPO Basis”

means the Tax basis (including, for the avoidance of doubt, Tax basis arising under Section 734(b) of the Code) of any Reference

Asset at the time of the IPO that is (i) amortizable under Section 197 of the Code, (ii) depreciable under Section 168

of the Code or (iii) otherwise reported as amortizable or depreciable on IRS Form 4562 for U.S. federal income Tax purposes,

in each case of clauses (i) through (iii), to the extent allocable to the Corporate Taxpayer (for the avoidance of doubt, including

as a result of Section 704(c) of the Code) as a result of its acquisition of IPO Units.

“IPO Basis Payment”

means a Tax Benefit Payment attributable to IPO Basis.

“IPO Basis Percentage”

means, in respect of a Rights Holder, the percentage, the numerator of which is the number of LP Units (assuming that Holdings LP has

recapitalized into common units immediately prior to the IPO) that are transferred (either pursuant to the Blocker Reorganization or

an Exchange) by such Rights Holder to the Corporate Taxpayer and the denominator of which is the total LP Units held by Rights Holders

that would have been outstanding (assuming that Holdings LP has recapitalized into common units immediately prior to the IPO) immediately

prior to the IPO.

“IPO Date”

means the closing date of the IPO.

“IPO Exchange”

has the meaning set forth in the Recitals of this Agreement.

“IPO Units”

means the LP Units acquired (directly or indirectly) by PubCo with the net proceeds from the IPO (excluding any LP Units acquired in

an Exchange).

“IRS”

means the U.S. Internal Revenue Service.

“LP Units”

has the meaning set forth in the Recitals of this Agreement.

“Market Value”

means the closing price of the Common Stock on the applicable Exchange Date on the national securities exchange or interdealer quotation

system on which such Common Stock is then traded or listed, as reported by the Wall Street Journal; provided, that if the

closing price is not reported by the Wall Street Journal for the applicable Exchange Date, then the Market Value shall mean the

closing price of the Common Stock on the Business Day immediately preceding such Exchange Date on the national securities exchange or

interdealer quotation system on which such Common Stock is then traded or listed, as reported by the Wall Street Journal; provided,

further, that if the Common Stock is not then listed on a national securities exchange or interdealer quotation system, the Market

Value shall mean the cash consideration paid for Common Stock, or the fair market value of the other property delivered for Common Stock,

as determined by the Board in good faith.

“Net

Tax Benefit” has the meaning set forth in Section 3.1(a)(ii).

“Non-Blocker

Transferred Basis” means, with respect to any Reference Asset at the time of the Blocker Reorganization that is (i) amortizable

under Section 197 of the Code, (ii) depreciable under Section 168 of the Code, or (iii) otherwise reported as amortizable

or depreciable on IRS Form 4562 for U.S. federal income Tax purposes, the Tax basis (including any Blocker 743(b) Adjustments)

that such Reference Asset would have had if the Blocker Transferred Basis at the time of the Blocker Reorganization was equal to zero.

“Non-Exchange

Transferred Basis” means with respect to any Reference Asset at the time of an Exchange that is (i) amortizable under

Section 197 of the Code, (ii) depreciable under Section 168 of the Code or (iii) otherwise reported as amortizable

or depreciable on IRS Form 4562 for U.S. federal income Tax purposes, the Tax basis that such Reference Asset would have had if

the Exchange Transferred Basis at the time of the IPO or Exchange (as applicable) was equal to zero.

“Non-IPO Basis”

means, with respect to any Reference Asset at the time of the IPO Exchange that is (i) amortizable under Section 197 of the

Code, (ii) depreciable under Section 168 of the Code or (iii) otherwise reported as amortizable or depreciable on IRS

Form 4562 for U.S. federal income Tax purposes, the Tax basis that such Reference Asset would have had if the IPO Basis of such

Reference Asset at the time of the IPO was equal to zero.

“Non-Stepped

Up Tax Basis” means, with respect to any Reference Asset at any time, the Tax basis that such asset would have had at such

time if no Basis Adjustments had been made.

“Objection

Notice” has the meaning set forth in Section 2.4(a).

“Payment Date”

means any date on which a payment is required to be made pursuant to this Agreement.

“Permitted

Assignment” has the meaning set forth in Section 7.6(a).

“Person”

means any natural person, sole proprietorship, partnership, trust, unincorporated association, corporation, limited liability company,

entity or governmental entity.

“Pre-Exchange

Transfer” means any transfer (including upon the death of a prior holder) of, or distribution in respect of, one or more

LP Units (or interests in any applicable Subsidiaries of Holdings LP or other Persons in which Holdings LP owns a direct or indirect

equity interest) (i) that occurs prior to an Exchange of such LP Units and (ii) to which Section 734(b) or Section 743(b) of

the Code applies.

“PSP”

has the meaning set forth within the definition of “Rights Holder Representative”.

“PSP Blocker”

has the meaning set forth in the Recitals of this Agreement.

“PubCo”

has the meaning set forth in the Preamble.

“Realized

Tax Benefit” means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability.

If all or a portion of the Actual Tax Liability for the Taxable Year arises as a result of an audit or similar proceeding by a Taxing

Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has

been a Determination.

“Realized

Tax Detriment” means, for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability.

If all or a portion of the Actual Tax Liability for the Taxable Year arises as a result of an audit or similar proceeding by a Taxing

Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has

been a Determination.

“Reconciliation

Dispute” has the meaning set forth in Section 7.10.

“Reconciliation

Procedures” has the meaning set forth in Section 2.4(a).

“Reference Asset”

means an asset that is held by Holdings LP, or by any of its direct or indirect Subsidiaries treated as a partnership or disregarded

entity (but only if such indirect Subsidiaries are held only through Subsidiaries treated as partnerships or disregarded entities) for

purposes of the applicable Tax, as of the relevant date. A Reference Asset also includes any asset that is “substituted basis property”

under Section 7701(a)(42) of the Code with respect to a Reference Asset. For the avoidance of doubt, a Reference Asset does not

include any asset that is held directly or indirectly by a Subsidiary treated as a corporation for U.S. federal income tax purposes.

“Rights

Holder(s)” has the meaning set forth in the Preamble.

“Rights Holder

Representative” means, initially, Paine Schwartz Food Chain Fund V GP, L.P. (“PSP”), or its designated

Affiliate, unless PSP or such designated Affiliate resigns as the Rights Holder Representative by delivering written notice to the Corporate

Taxpayer, in which case the Rights Holder Representative shall be the Person appointed from time to time by a majority of the Rights

Holders in accordance with their right to receive Early Termination Payments hereunder.

“Schedule”

means any of the following: (i) an Attribute Schedule, (ii) a Tax Benefit Schedule and (iii) an Early Termination Schedule,

and, in each case, any amendments thereto.

“Section 734(b) Exchange”

means any Exchange that results in a Basis Adjustment under Section 734(b) of the Code.

“SOFR”

means for each month (or portion thereof), the forward looking term rate based on the secured overnight financing rate administered by

the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) for a one-month period, on

the date two days prior to the first day of such month, as published on an information service as selected by the Rights Holder Representative

from time to time in its reasonable discretion; provided, that if (i) adequate and reasonable means do not exist for ascertaining

SOFR and such circumstances are unlikely to be temporary or (ii) the supervisor for the administrator of SOFR or a governmental

authority having jurisdiction over the Rights Holder Representative or any member of the Corporate Taxpayer has made a public statement

identifying a specific date after which SOFR shall no longer be used for determining interest rates for loans, then the Corporate Taxpayer

and the Rights Holder Representative shall endeavor to establish an alternate rate of interest to SOFR that gives due consideration to

the then prevailing market convention for determining a comparable rate of interest in the United States at such time, and the Corporate

Taxpayer and the Rights Holder Representative shall enter into an amendment to this Agreement to reflect such alternate rate of interest

and such other related changes to this Agreement as may be applicable; and provided, further, that the alternate rate of

interest shall be no less than the interest rate equal to SOFR of the prior month.

“Subsidiary”

means, of any Person, any corporation, association, partnership, limited liability company or other business entity of which more than

fifty percent (50%) of the voting power or equity is owned or controlled directly or indirectly by such Person, or one (1) or more

of the Subsidiaries of such Person, or a combination thereof.

“Tax Attributes”

has the meaning set forth in the Recitals of this Agreement.

“Tax

Benefit Payment” has the meaning set forth in Section 3.1(a)(i).

“Tax

Benefit Schedule” has the meaning set forth in Section 2.3(a).

“Tax

Claim” has the meaning set forth in Section 6.1(b).

“Tax

Return” means any return, declaration, report, information returns, claims for refund, disclosures or similar statement

filed or required to be filed with respect to or in connection with taxes (including any related or supporting schedules, attachments,

statements or information filed or required to be filed with respect thereto), including any amendments thereof and declarations of estimated

tax.

“Taxable

Year” means a taxable year of the Corporate Taxpayer as defined in Section 441(b) of the Code or comparable section

of U.S. state or local income tax law (and which may include a period of more or less than twelve (12) months for which a Tax Return

is made), in each case, that ends on or after the IPO Date.

“Taxes”

means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect

to net income or profits, and any interest related to such Tax.

“Taxing

Authority” means any domestic, federal, national, state, county or municipal or other local government, any subdivision,

agency, commission or authority thereof, or any quasi-governmental body, in each case, exercising any taxing authority or any other authority

or jurisdiction of any kind in relation to tax matters.

“Treasury Regulations”

means the final, temporary and (to the extent they can be relied upon) proposed regulations under the Code promulgated from time to time

(including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.

“Valuation Assumptions”

means, as of an Early Termination Date, the assumptions that in each Taxable Year ending on or after such Early Termination Date:

(i)            the

Corporate Taxpayer will have taxable income sufficient to fully utilize the Tax items arising from the Tax Attributes (other than any

items addressed in clause (ii) below) during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis

Adjustments and Imputed Interest that would result from future payments made under this Agreement that would be paid in accordance with

the Valuation Assumptions) in which such deductions would become available;

(ii)            any

Blocker Attributes or loss carryovers generated by deductions arising from any Tax Attributes that are available as of the date of the

Early Termination Date will be used by the Corporate Taxpayer on a pro rata basis from the date of such Early Termination Date through

the earlier of (x) the scheduled expiration date under applicable Tax law of such Blocker Attributes or loss carryovers or (y) the

fifth (5th) anniversary of the Early Termination Date;

(iii)            the

U.S. federal, state and local income Tax rates that will be in effect for each such Taxable Year will be those specified for each such

Taxable Year by the Code and other law as in effect on the Early Termination Date (except to the extent any change to such Tax rates

for such Taxable Year have already been enacted into law) and the Blended S/L Rate will be calculated based on such rates and the apportionment

factor applicable in the prior Taxable Year;

(iv)          any

non-amortizable assets (other than equity interest in any Subsidiary that is treated as an association taxable as a corporation for U.S.

federal income Tax purposes) will be disposed of on the fifteenth (15th) anniversary of the applicable Exchange or deemed exchange pursuant

to clause (v) (in the case of Basis Adjustments) and any cash equivalents will be disposed of twelve (12) months following the Early

Termination Date; provided, that in the event of a Change of Control, such non-amortizable assets shall be deemed disposed of at the

time of sale (if applicable) of the relevant asset in the Change of Control (if earlier than such fifteenth (15th) anniversary) (other

than equity interest in any subsidiary that is treated as an association taxable as a corporation for U.S. federal income Tax purposes);

(v)            if,

at the Early Termination Date, there are LP Units that have not been Exchanged, then each such LP Unit shall be deemed Exchanged for

the Market Value of such LP Unit;

(vi)          with

respect to Taxable Years where the Payment Date has passed, any unpaid Tax Benefit Payments and any applicable interest will be paid

on the Early Termination Date at the Default Rate; and

(vii)         each

Tax Benefit Payment for the relevant Taxable Year will be due and payable and satisfied on the due date (without extensions) under applicable

law as of the Early Termination Date for filing of IRS Form 1120 (or any successor form) of the Corporate Taxpayer.

“Vive Aggregator”

has the meaning set forth in the Recitals of this Agreement.

Article II

DETERMINATION OF REALIZED TAX BENEFIT

Section 2.1            754

Election. The Corporate Taxpayer shall cause Holdings LP and each of its applicable direct or indirect Subsidiaries that is treated

as a partnership for U.S. federal income Tax purposes to have in effect an election under Section 754 of the Code (or any similar

provisions of applicable state, local or non-U.S. tax law) for each Taxable Year. The Corporate Taxpayer shall use commercially reasonable

efforts to cause each Person in which Holdings LP owns a direct or indirect equity interest (other than a Subsidiary) that is so treated

as a partnership for U.S. federal income Tax purposes to have in effect such an election for each Taxable Year.

Section 2.2            Attribute

Schedule. Within ninety (90) calendar days after the due date (including extensions) of IRS Form 1120 (or any successor

form) of the Corporate Taxpayer for each relevant Taxable Year, the Corporate Taxpayer shall deliver to the Rights Holder Representative,

a schedule (an “Attribute Schedule”) that shows, in reasonable detail necessary to perform the calculations

required by this Agreement, (a) the Blocker Attributes, if any, (b) the Blocker Transferred Basis of each Reference Asset,

if any, (c) the IPO Basis of each Reference Asset, if any, (d) the Exchange Transferred Basis of each Reference Asset, if any,

(e) the Basis Adjustment with respect to the Reference Assets in respect of each Rights Holder as a result of the Exchanges effected

in such Taxable Year or any prior Taxable Year by such Rights Holder, if any, (f) the Non-Stepped Up Tax Basis of the Reference

Assets in respect of such Rights Holder as of each applicable Exchange Date, if any, (g) the period (or periods) over which the

Reference Assets in respect of such Rights Holder are amortizable and/or depreciable and (h) the period (or periods) over which

the Blocker Attributes, the Blocker Transferred Basis, the IPO Basis, the Exchange Transferred Basis and each Basis Adjustment is amortizable

and/or depreciable. An Attribute Schedule will become final and binding on the parties pursuant to the procedures set forth in Section 2.4(a) and

may be amended by the parties pursuant to the procedures set forth in Section 2.4(b) (subject to the procedures set

forth in Section 2.4(b)). All costs and expenses incurred in connection with the provision and preparation of the Attribute

Schedules and the Tax Benefit Schedules for each Rights Holder in compliance with this Agreement shall be borne by the Corporate Taxpayer.

Section 2.3            Tax

Benefit Schedule.

(a)            Tax

Benefit Schedule. Within ninety (90) calendar days after the due date (including extensions) of IRS Form 1120 (or any successor

form) of the Corporate Taxpayer for any Taxable Year, the Corporate Taxpayer shall provide to the Rights Holder Representative a schedule

showing, in reasonable detail, the calculation of the Realized Tax Benefit and Tax Benefit Payment or the Realized Tax Detriment (and

lack of a Tax Benefit Payment), as applicable, Attributable to each Rights Holder for such Taxable Year (a “Tax Benefit Schedule”).

Each Tax Benefit Schedule will become final as provided in Section 2.4(a) and may be amended as provided in Section 2.4(b) (subject

to the procedures set forth in Section 2.4(b)).

(b)            Applicable

Principles.

(i)            General.

The Realized Tax Benefit (or the Realized Tax Detriment) for each Taxable Year is intended to measure the decrease (or increase) in the

actual liability for Taxes payable or economically borne by the Corporate Taxpayer for such Taxable Year attributable to the Tax Attributes,

determined using a “with and without” methodology. Carryovers or carrybacks of any Tax item attributable to any of the Tax

Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions

of U.S. Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type, except

as otherwise provided by this Agreement. If a carryover or carryback of any Tax item includes a portion that is attributable to any Tax

Attribute and another portion that is not, such portions shall be considered to be used in accordance with the “with and without”

methodology. The Actual Tax Liability shall be calculated taking into account the Intended Tax Treatment.

(ii)            Applicable

Principles of Section 734(b) Exchanges. Notwithstanding any provision to the contrary in this Agreement, the Intended Tax

Treatment shall not be required to apply to payments hereunder to an Exchanging Holder in respect of a Section 734(b) Exchange

by such Exchanging Holder. For the avoidance of doubt, payments made under this Agreement relating to a Section 734(b) Exchange

shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest. The parties intend

that (A) an Exchanging Holder that has made a Section 734(b) Exchange shall, with respect to the Basis Adjustment resulting

from such Section 734(b) Exchange or any payments hereunder in respect of such Section 734(b) Exchange, be entitled

to Tax Benefit Payments attributable to such Basis Adjustments only to the extent such Basis Adjustments are allocable to the Corporate

Taxpayer following such Section 734(b) Exchange (without taking into account any concurrent or subsequent Exchanges) and (B) if,

as a result of a subsequent Exchange, an increased portion of the Basis Adjustments resulting from such Section 734(b) Exchange

or any payments hereunder in respect of such Section 734(b) Exchange becomes allocable to the Corporate Taxpayer, then the

Exchanging Holder that makes such subsequent Exchange shall be entitled to a Tax Benefit Payment calculated in respect of such increased

portion.

Section 2.4            Procedures,

Amendments.

(a)            Procedure.

Each time the Corporate Taxpayer delivers to the Rights Holder Representative an applicable Schedule under this Agreement, including

any Amended Schedule delivered pursuant to Section 2.4(b), any Early Termination Schedule or any amended Early Termination

Schedule, the Corporate Taxpayer shall also (i) deliver to the Rights Holder Representative supporting schedules and work papers,

as determined by the Corporate Taxpayer or as reasonably requested by the Rights Holder Representative, that provide a reasonable level

of detail regarding the data and calculations that were relevant for purposes of preparing the Schedule and (ii) allow the Rights

Holder Representative reasonable access at no cost to the appropriate representatives at the Corporate Taxpayer in connection with a

review of such Schedule. Without limiting the generality of the preceding sentence, the Corporate Taxpayer shall ensure that any Tax

Benefit Schedule or Early Termination Schedule that is delivered to the Rights Holder Representative, along with any supporting schedules,

valuation reports and work papers, provides a reasonably detailed presentation of the calculation of the Actual Tax Liability (the “with”

calculation) and the Hypothetical Tax Liability (the “without” calculation) and identifies any assumptions or operating procedures

or principles that were used for purposes of such calculations. An applicable Schedule or amendment thereto shall become final and binding

on all parties unless the Rights Holder Representative, within thirty (30) calendar days after receiving any Schedule or amendment thereto,

provides the Corporate Taxpayer with a notice of an objection to such Schedule or amendment thereto (“Objection Notice”)

or such earlier date as the Rights Holder Representative provides written notice to the Corporate Taxpayer that it has no objections

to the Schedule. If the Corporate Taxpayer and Rights Holder Representative, for any reason, are unable to successfully resolve the issues

raised in any Objection Notice within thirty (30) calendar days after the Rights Holder Representative gives the Corporate Taxpayer such

Objection Notice, the Corporate Taxpayer and the Rights Holder Representative shall employ the reconciliation procedures described in

Section 7.10 (the “Reconciliation Procedures”), in which case such Schedule or Amended Schedule

shall become binding in accordance with Section 7.10.

(b)           Amended

Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection

with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those identified

as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the

Rights Holder Representative, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to

reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback

or carryforward of a loss or other tax item to such Taxable Year or (v) to reflect a material change in the Realized Tax Benefit

or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year (any such Schedule,

an “Amended Schedule”); provided, however, that an amendment under clause (i) attributable

to an audit of a Tax Return by the Corporate Taxpayer, Holdings LP or any of their respective Subsidiaries shall not be made on an Amended

Schedule unless and until there has been a Determination with respect to such change. The Corporate Taxpayer shall provide an Amended

Schedule to the Rights Holder Representative within thirty (30) calendar days of the occurrence of an event referred to in clauses (i) through

(v) of the preceding sentence, and any such Amended Schedule shall be subject to the approval procedures described in Section 2.4(a).

Article III

TAX BENEFIT PAYMENTS

Section 3.1            Payments;

Timing of Payments. Within five (5) Business Days of a Tax Benefit Schedule becoming final in accordance with Section 2.4(a) and

Section 7.10, if applicable, the Corporate Taxpayer shall pay to each Rights Holder for such Taxable Year the Tax Benefit

Payment determined pursuant to Section 3.1(a) that is Attributable to such Rights Holder. Each such Tax Benefit Payment

shall be made by wire transfer of immediately available funds to the bank account previously designated by the applicable Rights Holder

to the Corporate Taxpayer, or as otherwise agreed by the Corporate Taxpayer and such Rights Holder. For the avoidance of doubt, (a) no

Tax Benefit Payment shall be made in respect of estimated tax payments and (b) the payments provided for pursuant to the above sentence

shall be computed separately for each Rights Holder. No Rights Holder shall be required under any circumstances to make a payment or

return a payment to the Corporate Taxpayer in respect of any portion of any Tax Benefit Payment previously paid by the Corporate Taxpayer

to such Rights Holder (including any portion of any Early Termination Payment).

(a)           For

purposes of this Agreement:

(i)            A

“Tax Benefit Payment” in respect of a Rights Holder for a Taxable Year means an amount, not less than zero,

equal to the sum of (A) the Net Tax Benefit that is Attributable to such Rights Holder and (B) the Accrued Amount with respect

thereto. For the avoidance of doubt, for Tax purposes, the Accrued Amount shall not be treated as interest, but instead, shall be treated

as additional consideration in the applicable transaction, unless otherwise required by law.

(ii)            Subject

to Section 3.4, the “Net Tax Benefit” for a Taxable Year shall be an amount equal to the excess,

if any, of 85% of the Cumulative Net Realized Tax Benefit as of the end of such Taxable Year, over the total amount of payments previously

made under the first sentence of Section 3.1(a) (excluding payments attributable to Accrued Amounts); provided,

that if there is no such excess (or if a deficit exists), no Rights Holder shall be required to make a payment (or return a payment)

to the Corporate Taxpayer in respect of any portion of any Tax Benefit Payment previously made by the Corporate Taxpayer to such Rights

Holder.

(iii)          The

“Accrued Amount” with respect to any Net Tax Benefit shall equal an amount determined in the same manner as

interest on the Net Tax Benefit calculated at the Agreed Rate from the due date (without extensions) for filing IRS Form 1120 (or

any successor form) of the Corporate Taxpayer with respect to Taxes for such Taxable Year until the payment date under Section 3.1(a).

(b)           PubCo,

Holdings LP and the Rights Holders hereby acknowledge and agree that, as of the date of the Agreement and as of the date of any future

Exchange that may be subject to this Agreement, the aggregate value of the Tax Benefit Payments cannot be reasonably ascertained for

U.S. federal income and other applicable tax purposes. Notwithstanding anything herein to the contrary, unless otherwise specified by

a Rights Holder in a written notice to PubCo, the aggregate Tax Benefit Payments herein (other than amounts accounted for as interest

under the Code) with respect to any Exchange by a Rights Holder or other applicable transaction shall not exceed 75% of the fair market

value of the consideration received (whether as a cash payment, as Class A Shares or as other consideration, but excluding, for

the avoidance of doubt, the fair market value of the Tax Benefit Payments hereunder) in such Exchange or other applicable transaction

(such consideration, the “Exchange Consideration”) such that the stated maximum selling price (within the meaning

of Section 15A.453-1(c)(2) of the Treasury Regulations) is equal to 175% of the Exchange Consideration.

Section 3.2            No

Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount

(including interest) required under this Agreement. It is also intended that the provisions of this Agreement will result in 85% of the

Cumulative Net Realized Tax Benefits of the Corporate Taxpayer, and the Accrued Amounts thereon, being paid to the Rights Holders pursuant

to this Agreement. The provisions of this Agreement shall be construed in the appropriate manner so that these fundamental results are

achieved.

Section 3.3            Payments

in United States Dollars. All payments to be made under this Agreement shall be made in United States dollars.

Section 3.4            Pro

Rata Payments. Notwithstanding anything in Section 3.1 to the contrary, to the extent that the aggregate potential Realized

Tax Benefit of the Corporate Taxpayer with respect to the Tax Attributes is limited in a particular Taxable Year because the Corporate

Taxpayer does not have sufficient taxable income, the Net Tax Benefit for that Taxable Year shall be allocated among all parties then-eligible

to receive Tax Benefit Payments under this Agreement in proportion to the amounts of Net Tax Benefit for that Taxable Year, respectively,

that would have been Attributable to each Rights Holder if the Corporate Taxpayer had sufficient taxable income so that there were no

such limitation.

Section 3.5            Payment

Ordering. If for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments

due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the Rights Holders agree that (a) Tax

Benefit Payments for such Taxable Year shall be allocated to all parties eligible to receive Tax Benefit Payments under this Agreement

in such Taxable Year in proportion to the amounts of Tax Benefit Payments, respectively, that would have been made to each Rights Holder

if the Corporate Taxpayer had sufficient cash available to make such Tax Benefit Payments and (b) no Tax Benefit Payments shall

be made in respect of any Taxable Year until all Tax Benefit Payments to all Rights Holders in respect of all prior Taxable Years have

been made in full.

Section 3.6            IPO

Basis Exchange. Notwithstanding anything to the contrary herein, any and all Tax Benefit Payments that would otherwise be made

pursuant to this Agreement to the Exchanging Holder with respect to any IPO Basis shall be held in cash by the Corporate Taxpayer for

the benefit of the Exchanging Holder (without any interest thereon) (such withheld amount, the “Accrued Payment”).

Promptly following the time the Exchanging Holder has exchanged Units, such Accrued Payment Attributable to Exchanging Holder with respect

to the exchanged Units shall be paid by the Corporate Taxpayer to the Exchanging Holder.

Section 3.7            Intended

Tax Treatment. The parties hereto agree that it is their intention, for U.S. federal (and applicable state and local) income

tax purposes, that:

(a)            A

Tax Benefit Payment paid to a Rights Holder that is an Exchanging Holder in respect of an LP Unit that is subject to the Exchange Agreement

shall be treated as in part additional purchase price for such LP Unit and in part Imputed Interest;

(b)            A

Tax Benefit Payment (other than Imputed Interest thereon) paid to a Blocker Shareholder in respect of an LP Unit that was acquired by

the Corporate Taxpayer pursuant to the Blocker Reorganization or otherwise attributable to the Blocker Transferred Basis, Blocker Attributes,

or IPO Basis (with respect to an IPO Basis Payment received in respect of the Blocker Reorganization) shall be treated as nonqualifying

property or money for purposes of Section 351 and/or Section 356 of the Code or otherwise as a distribution pursuant to Section 304

of the Code, as applicable, received in the Blocker Reorganization;

Exchange shall give rise to Basis Adjustments;

(d)            all

Tax Benefit Payments (other than Imputed Interest thereon) attributable to the Exchange Transferred Basis, Basis Adjustments or IPO Basis

(with respect to an IPO Basis Payment received as a result of an Exchange) shall be treated as subsequent upward purchase price adjustments

with respect to the LP Units exchanged in the applicable Exchange that have the effect of creating additional Basis Adjustments to Reference

Assets in the year of payment; and

(e)            the

portion of the Tax Benefit Payment that must be accounted for as Imputed Interest shall be deductible by the Corporate Taxpayer (clauses

(a) through (e), collectively, the “Intended Tax Treatment”).

Article IV

TERMINATION

Section 4.1            Termination

of Agreement; Elective Early Termination; Automatic Early Termination.

(a)            In

General. This Agreement shall terminate at the time that all Tax Benefit Payments have been made to the Rights Holders under this

Agreement.

(b)            Elective

Early Termination. Notwithstanding Section 4.1(a), with the written approval of a majority of the Independent Directors,

the Corporate Taxpayer may terminate this Agreement by paying to the Rights Holders the Early Termination Payment, together with the

other amounts required by this paragraph. If the Corporate Taxpayer chooses to exercise its right of early termination pursuant to this

Section 4.1(b), the Corporate Taxpayer shall deliver to the Rights Holder Representative irrevocable written notice of such

decision to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination

Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Early Termination Schedule

shall become final and binding on all parties in accordance with the procedures set forth Section 2.4(a). Upon finalization

of the Early Termination Schedule, the Corporate Taxpayer shall pay to each Rights Holders at the time set forth in Section 4.2,

such Rights Holder’s Attributable portion of (i) the Early Termination Payment, (ii) any Tax Benefit Payment due and

payable but unpaid as of the date of the Early Termination Notice and (iii) any Tax Benefit Payment due for a Taxable Year ending

prior to, with or including the date of the Early Termination Notice (except to the extent that such amount is included in the Early

Termination Payment).

Upon Material Breach of This Agreement. In the event that the Corporate Taxpayer breaches in any material respect any of its obligations

under this Agreement, whether as a result of a failure to make a payment when due, failure to honor any other material obligations required

hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under bankruptcy laws or otherwise,

then all obligations hereunder shall be accelerated, the Corporate Taxpayer shall be deemed to have delivered an Early Termination Notice

on the first date of such breach and the Corporate Taxpayer shall pay to the Rights Holders at the time specified in Section 4.2,

such Rights Holder’s Attributable portion of (i) the Early Termination Payment, (ii) any Tax Benefit Payment that is

due and payable but unpaid as of such date and (iii) any Tax Benefit Payment due for the Taxable Year ending prior to, with or including

such date (except to the extent that such amount is included in the Early Termination Payment). The parties agree that the failure to

make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a

material breach of an obligation under this Agreement for all purposes of this Agreement.

(d)            Acceleration

Upon Change of Control. In the event of a Change of Control, all obligations hereunder shall automatically accelerate and become

due and payable at the closing of such Change of Control. In such event, the Corporate Taxpayer shall be deemed to have delivered an

Early Termination Notice on the date of such Change of Control and the Corporate Taxpayer shall pay to the Rights Holders at the time

specified in Section 4.2 (i) the Early Termination Payment, (ii) any Tax Benefit Payment that is due and payable

but unpaid as such date and (iii) any Tax Benefit Payment due for the Taxable Year ending prior to, with or including such date

(except to the extent that such amount is included in the Early Termination Payment). The Corporate Taxpayer shall use its reasonable

best efforts to provide to the Rights Holder Representative an Early Termination Schedule showing in reasonable detail the calculation

of the Early Termination Payment with respect to an expected Change of Control as far in advance as is reasonably practicable of such

Change of Control (but no more than thirty (30) Business Days in advance) so as to enable the calculation of the Early Termination Payment

to be finalized pursuant to Section 2.4(a) prior to the date of the effective date of the Change of Control. Notwithstanding

the foregoing, where the parties anticipate a Change of Control but are not certain of the date on which such Change of Control will

occur, the Corporate Taxpayer and the Rights Holder Representative may agree to base the calculations contemplated by this Section 4.1(d) on

a date other than the closing date of the Change of Control.

(e)            For

the avoidance of doubt, this Section 4.1 shall not prevent (i) the Corporate Taxpayer and the Rights Holder Representative

from negotiating a termination of the Rights Holders’ rights under this Agreement in exchange for a payment that is different than

the Early Termination Payment and which is binding on all Rights Holders or (ii) the Rights Holder Representative from waiving any

of the rights of the Rights Holders under this Section 4.1.

Section 4.2            Payment

upon Early Termination Event.

(a)            Any

amount required to be paid pursuant to Section 4.1(b) or Section 4.1(c) shall be paid within five (5) Business

Days after the corresponding Early Termination Schedule is finalized pursuant to Section 2.4. Any amount required to be paid

pursuant to Section 4.1(d) shall be paid on the date of the closing of the Change of Control. All such payments shall

be made by wire transfer of immediately available funds to the respective bank accounts designated by the Rights Holders, or as otherwise

agreed by the Corporate Taxpayer and the Rights Holder Representative.

(b)            The

“Early Termination Payment” with respect to an Early Termination Event shall equal the present value as of

the corresponding Early Termination Date, discounted at the Early Termination Rate as of such date, of all Tax Benefit Payments that

would be required to be paid by the Corporate Taxpayer to the Rights Holders beginning from the Early Termination Date, calculated by

applying the Valuation Assumptions.

Article V

PAYMENT MECHANICS AND COMPLIANCE WITH INDEBTEDNESS

Section 5.1            Late

Payments. The amount of all or any portion of any Tax Benefit Payment or Early Termination Payment (or other payment pursuant

to Section 4.1 or Section 4.2) not made by the Corporate Taxpayer to the Rights Holders when due under the terms

of this Agreement (other than pursuant to Section 5.2) shall accrue interest at the Default Rate commencing from the date

on which such payment was due and payable.

Section 5.2            Compliance

with Indebtedness. Notwithstanding anything to the contrary herein, if, at the time any amounts become due and payable hereunder,

the Corporate Taxpayer is not permitted, pursuant to the terms of the Corporate Taxpayer’s debt financing arrangements, to pay

such amounts, or the Corporate Taxpayer’s Subsidiaries are not permitted, pursuant to the terms of the Corporate Taxpayer’s

(or the applicable Subsidiary’s) debt financing arrangements, to make dividends, loans or other transfers to the Corporate Taxpayer

to allow the Corporate Taxpayer to pay such amounts, then the Corporate Taxpayer shall by notice to the Rights Holder Representative

be permitted to defer the payment of such amounts to the minimum extent necessary until each condition rendering the payment of such

amounts impermissible as described in this Section 5.2 is no longer applicable. At the time such condition is no longer applicable

and no other such condition exists, such amounts (together with accrued and unpaid interest thereon as described in this Section 5.2)

shall become due and payable immediately. If the Corporate Taxpayer defers the payment of any such amounts pursuant to the first sentence

in this Section 5.2, such amounts shall accrue interest at the Agreed Rate from the date that such amounts originally became

due and owing pursuant to the terms hereof until the date that such amounts are paid. For the avoidance of doubt, any payment not made

due to the preceding sentence shall not be deemed a breach under Section 4.1(c) unless and until such payment remains

unpaid thirty (30) calendar days after the date on which such condition described in this Section 5.2 is no longer applicable.

The Corporate Taxpayer agrees to use commercially reasonable efforts to cure (and to cause its Subsidiaries to cure) any condition rendering

the payment of such amounts impermissible as described in this Section 5.2 and to cause the Corporate Taxpayer and its Subsidiaries

to pay dividends or make loans (including, to the extent commercially reasonable, granting access to any revolving credit facility or

other source of liquidity to facilitate the payment of such dividends or loans), to the extent consistent with the terms of their outstanding

debt financing arrangements and any applicable law, to the extent necessary to make payments hereunder.

Section 5.3            Conflicting

Agreements. Unless the Rights Holder Representative otherwise agrees in writing, the Corporate Taxpayer shall use commercially

reasonable efforts not to, and shall cause its Subsidiaries to use commercially reasonable efforts not to, enter into any material agreement

or indenture or any material amendment or other material modification to any agreement or indenture (including, in each case, in connection

with any refinancing) or incur, create or assume any material liabilities or other material obligations in respect of indebtedness for

borrowed money (excluding any trade payables, intercompany debt or similar obligations) (“Senior Obligations”),

in each case, after the date hereof, that would reasonably be expected to, directly or indirectly, materially impede (or further impede)

the Corporate Taxpayer’s ability to make payments under this Agreement (other than any Early Termination Payment) in accordance

with its terms, including any agreement that would reasonably be expected to, directly or indirectly, materially impede (or further impede)

the ability of the Corporate Taxpayer to pay amounts payable under this Agreement or the ability of any Subsidiary of the Corporate Taxpayer

to upstream cash (by dividend, loan or other transfer) to the Corporate Taxpayer to fund amounts payable by the Corporate Taxpayer under

this Agreement (other than any Early Termination Payment). Notwithstanding any other provision of this Agreement to the contrary, to

the extent that the Corporate Taxpayer or any of its Affiliates enters into future Tax receivable or other similar agreements (“Future

TRAs”), the Corporate Taxpayer shall ensure that the terms of any such Future TRA shall provide that the Tax Attributes

subject to this TRA Agreement shall be senior in priority in all respects to any Tax attributes subject to any such Future TRA for purposes

of calculating the amount and timing of payments under any such Future TRA and that there is no duplication of Tax Attributes (and payments

with respect thereto) that are subject to this Agreement and Tax attributes (and payment obligations with respect thereto) that are subject

to any Future TRAs. For the avoidance of doubt, any payment required to be made by the Corporate Taxpayer to the Rights Holders under

this Agreement shall be pari passu in right of payment with all current or future unsecured obligations of the Corporate Taxpayer and

its Subsidiaries that are not Senior Obligations.

Article VI

NO DISPUTES; CONSISTENCY; COOPERATION

Section 6.1            Participation

in the Corporate Taxpayer’s and Holdings LP’s Tax Matters.

(a)            Except

as otherwise provided in this Agreement, the Corporate Taxpayer and Holdings LP shall have full responsibility for, and sole discretion

over, all tax matters concerning the Corporate Taxpayer and Holdings LP, respectively, including the preparation, filing or amending

of any Tax Return and defending, contesting or settling any issue pertaining to Taxes, subject to a requirement that the Corporate Taxpayer

and Holdings LP, as applicable act in good faith in connection with their direct or indirect control of any matter which is reasonably

expected to affect the Rights Holders’ rights and obligations under this Agreement.

(b)            Notwithstanding

the foregoing, the Corporate Taxpayer or Holdings LP, as applicable, shall notify the Rights Holder Representative in writing of the

commencement of, and keep the Rights Holder Representative reasonably informed with respect to, any tax audit or tax administrative or

judicial proceeding of the Corporate Taxpayer (or its Subsidiaries) or Holdings LP by a Taxing Authority the outcome of which could reasonably

be expected to adversely affect the timing of, or the amount of, any Tax Benefit Payment (any “Tax Claim”),

and shall give the Rights Holder Representative reasonable opportunity to provide information and participate in the applicable portion

of such Tax Claim, including attending any meetings with any Taxing Authority, employing counsel separate from the counsel employed by

the Corporate Taxpayer or Holdings LP, as applicable, and having a reasonable opportunity to comment on and approve all material submissions

made by the Corporate Taxpayer or Holdings LP, as applicable, to any Taxing Authority. Notwithstanding anything herein to the contrary,

without the consent of the Rights Holder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, the

Corporate Taxpayer or Holdings LP, as applicable, shall not, and shall cause each respective Subsidiary not to, (i) change any accounting

method, or amend or take any position inconsistent with a previously filed Tax Return of any such entity, in each case, if such action

could materially and adversely affect the Tax Benefit Payments or (ii) settle or otherwise resolve any Tax Claim, if such settlement

could have a materially adverse effect on a Rights Holder’s rights (including the right to receive payments) under this Agreement.

Section 6.2            Cooperation.

Each of the Corporate Taxpayer, Holdings LP and the Rights Holder Representative shall (subject to customary confidentiality undertakings)

(a) furnish to the other parties in a timely manner such information, documents and other materials as the other party (or parties)

may reasonably request for purposes of making or approving any determination or computation necessary or appropriate under this Agreement,

preparing any Tax Return or contesting, participating in, or defending any audit, examination or controversy with any Taxing Authority,

including pursuant to Section 6.1, (b) make itself available to the other parties and their respective representatives

to provide explanations of documents and materials and such other information as the requesting party or its representatives may reasonably

request in connection with any of the matters described in clause (a) above, and (c) reasonably cooperate in connection with

any such matter. Upon the request of any Rights Holder, the Corporate Taxpayer shall cooperate in taking any action reasonably requested

by such Rights Holder in connection with (i) its Tax or financial reporting or (ii) the consummation of any assignment or transfer

of any of its rights and/or obligations under this Agreement, including providing any information (including projections of taxable income

and Tax Benefit Payments) and executing any documentation. In addition, the Corporate Taxpayer shall not, and shall cause each of its

Subsidiaries not to, take any action or omit to take any action, in each case, that has the primary purpose of circumventing the attainment

of or otherwise reducing any Tax Benefit Payment or Early Termination Payment under this Agreement or triggering an Early Termination

Event under this Agreement.

Section 6.3            Consistency.

The Corporate Taxpayer and the Rights Holders agree to report and cause to be reported for all purposes, including U.S. federal, state

and local Tax purposes and financial reporting purposes, all Tax-related items (including the Basis Adjustments and each Tax Benefit

Payment) in a manner consistent with that contemplated by this Agreement or specified by the Corporate Taxpayer in any Schedule required

to be provided by or on behalf of the Corporate Taxpayer under this Agreement unless otherwise required by law. The Corporate Taxpayer

shall (and shall cause Holdings LP and its other Subsidiaries to) use commercially reasonable efforts (for the avoidance of doubt, taking

into account the interests and entitlements of all Rights Holders under this Agreement) to defend the Tax treatment contemplated by this

Agreement, including the Intended Tax Treatment, and any Schedule in any audit, contest or similar proceeding with any Taxing Authority.

Article VII

MISCELLANEOUS

Section 7.1            Notices.

All notices, requests, claims, demands and other communications to be given or delivered under this Agreement shall be in writing and

shall be deemed to have been given (a) when personally delivered (or, if delivery is refused, upon presentment) or sent by email

(unless the party delivering such notice receives notice of transmission failure), (b) one (1) Business Day following delivery

by reputable overnight express courier (charges prepaid) or (c) three (3) calendar days following mailing by certified or registered

mail, postage prepaid and return receipt requested. Unless another address is specified in writing pursuant to the provisions of this

Section 7.1, notices, demands and other communications shall be sent to the addresses indicated below:

to PubCo or the Corporate Taxpayer, to:

c/o Suja Life, Inc.

3841 Ocean Ranch Blvd.

Oceanside, CA 92056

Attn:       Maria

Stipp

Jeff Pederson

Email:     [***]

[***]

with a copy, in any case,

to:

Kirkland & Ellis LLP

333 West Wolf Point Plaza

Chicago, IL 60654

Attn:       Corey

D. Fox, P.C.

Peter Stach, P.C.

Michael P. Keeley,

P.C.

Kevin Stocks

Email:     [***]

[***]

If to Holdings LP, to:

c/o Suja Life, Inc.

3841 Ocean Ranch Blvd.

Oceanside, CA 92056

Attn:       Maria

Stipp

Jeff Pederson

Email:     [***]

[***]

with a copy, in any case,

to:

Kirkland & Ellis LLP

333 West Wolf Point Plaza

Chicago, IL 60654

Attn:       Corey

D. Fox, P.C.

Peter Stach, P.C.

Michael P. Keeley,

P.C.

Kevin Stocks

Email:     [***]

[***]

If to the Rights Holder

Representative, to:

c/o Paine Schwartz

Partners, LLC

610 Broadway

3rd Floor

New York, NY 10012

Attn:       Kevin

Schwartz

Alex Corbacho

Lee Nussbaum

Nina Callahan

Email:     [***]

[***]

with a copy, in any case,

to:

Kirkland & Ellis LLP

333 West Wolf Point Plaza

Chicago, IL 60654

Attn:       Corey

D. Fox, P.C.

Peter Stach, P.C.

Michael P. Keeley,

P.C.

Kevin Stocks

Email:     [***]

[***]

Section 7.2            Counterparts.

This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become

effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood

that all parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile or email

transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 7.3            Entire

Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and understanding among the parties

with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, whether written or oral,

relating to such subject matter in any way. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other

Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.4            Governing

Law. The law of the State of Delaware shall govern (a) all claims or matters related to or arising from this Agreement (including

any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation, validity and enforceability

of this Agreement, and the performance of the obligations imposed by this Agreement, in each case 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 law of any jurisdiction other than the State of Delaware.

Section 7.5            Severability.

If any provision of this Agreement is determined to be invalid, illegal or unenforceable by any governmental entity, all other provisions

of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any provision is invalid, illegal

or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the

parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally

contemplated to the greatest extent possible.

Section 7.6            Successors;

Assignment; Amendments; Waivers.

(a)            No

Rights Holder (other than a Rights Holder that is an Affiliate of PSP) may assign its rights under this Agreement without the prior written

consent of the Rights Holder Representative. The Rights Holder Representative and any Rights Holder that is an Affiliate of PSP may assign

its rights under this Agreement to any Person. Unless otherwise determined by the Corporate Taxpayer in its sole discretion, any permitted

assignee of any party hereto shall execute and deliver a joinder to this Agreement in the form attached hereto as Exhibit A.

Any permitted assignment of any such assignee’s rights in accordance with the requirements of this Section 7.6(a) shall

be referred to herein as a “Permitted Assignment”, and Schedule A hereto shall be amended to reflect

such Permitted Assignment.

(b)            This

Agreement may only be amended with the written approval of the Corporate Taxpayer and the Rights Holder Representative. No provision

of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective;

provided, that, the Rights Holder Representative may waive any provision on behalf of any Rights Holder.

of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit and burden of and shall be enforceable

by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives, including

any permitted assignee pursuant to a Permitted Assignment. The Corporate Taxpayer shall require and cause any direct or indirect successor

(whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer,

by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate

Taxpayer would be required to perform if no such succession had taken place.

Section 7.7            Headings,

Titles, and Subtitles. The headings, titles, and subtitles of the sections and subsections of this Agreement are for convenience

of reference only and are not to be considered in construing this Agreement.

Section 7.8            Waiver

of Jury Trial. TO THE MAXIMMUM EXTENT PERMITED BY LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY

IN ANY LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING

OUT OF, RELATING TO OR IN CONNECTION WITH (A) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT

HEREOF OR (B) THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR

ENFORCEMENT HEREOF.

Section 7.9            Resolution

of Disputes. Other than with respect to any disputes under Section 2.4, Section 4.1, or Section 4.2

(which are to be resolved pursuant to Section 7.10), the state and federal courts located within the State of Delaware shall

have exclusive jurisdiction over any and all disputes between the parties hereto, whether at law or in equity or otherwise, arising out

of or relating to this Agreement and the agreements, instruments and documents contemplated hereby, and the parties hereto consent to

and agree to be subject to the exclusive jurisdiction of such courts. The parties acknowledge that the form designated by this Section 7.9

has a reasonable relation to this Agreement and to the parties’ relationship with one another.

Section 7.10          Reconciliation.

In the event that the Corporate Taxpayer and the Rights Holder Representative are unable to resolve a disagreement with respect to the

matters governed by Section 2.4, Section 4.1, and Section 4.2 within the relevant period designated

in this Agreement (including the finalization of any Schedule or the amount of any Tax Benefit Payment or Early Termination Payment (or

other payment pursuant to the Section 4.1) required to be made by the Corporate Taxpayer to the Rights Holders under this

Agreement) (a “Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to

a nationally recognized expert in the particular area of disagreement (the “Expert”) mutually acceptable to

both parties. The Expert shall be a nationally recognized accounting, law, consulting or valuation firm mutually selected by the Corporate

Taxpayer and the Rights Holder Representative. The Corporate Taxpayer and the Rights Holder Representative shall instruct the Expert

to, and the Expert shall, make a final determination of such Reconciliation Dispute in accordance with the guidelines and procedures

set forth in this Agreement. The Corporate Taxpayer and the Rights Holder Representative will reasonably cooperate with the Expert during

the term of its engagement. The Corporate Taxpayer and the Rights Holder Representative shall instruct the Expert not to, and the Expert

shall not, assign a value to any item in dispute greater than the greatest value for such item assigned by the Corporate Taxpayer, on

the one hand, or the Rights Holder Representative, on the other hand, or less than the smallest value for such item assigned by the Corporate

Taxpayer, on the one hand, or the Rights Holder Representative, on the other hand. The Corporate Taxpayer and the Rights Holder Representative

shall also instruct the Expert to, and the Expert shall, make its determination based solely on presentations by the Corporate Taxpayer

and the Rights Holder Representative that are in accordance with the guidelines and procedures set forth in this Agreement and not on

the basis of an independent review. If the Reconciliation Dispute is not resolved before any payment that is the subject of the Reconciliation

Dispute is due or any Tax Return reflecting the subject of the Reconciliation Dispute is due, such payment shall be made on the date

prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment

upon resolution. The costs and expenses relating to the engagement of such Expert or the amendment of any Tax Return shall be borne by

the Corporate Taxpayer, except that the Rights Holder Representative shall pay a portion of the fees and expenses of the Expert equal

to the percentage by which the portion of the disputed amounts not awarded to Rights Holders (if any) bears to the aggregate amount actually

disputed. Any dispute as to whether a dispute is a Reconciliation Dispute, within the meaning of this Section 7.10 shall

be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant

to this Section 7.10 shall be binding on the Corporate Taxpayer and the Rights Holder Representative and may be entered and

enforced in any court having jurisdiction.

Section 7.11         Withholding.

The Corporate Taxpayer shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as the

Corporate Taxpayer is required to deduct and withhold with respect to the entering into this Agreement or the making of such payment

under the Code, or any applicable provision of state, local or non-U.S. tax law; provided, that the Corporate Taxpayer (a) gives

ten (10) days’ advance written notice of its intention to make such withholding to the Rights Holder Representative, (b) identifies

the legal basis requiring such withholding and (c) gives the Rights Holder Representative a reasonable opportunity to establish

that such withholding is not legally required or may be reduced. To the extent that amounts are so withheld and paid over to the appropriate

Taxing Authority by the Corporate Taxpayer, such withheld amounts shall be treated for all purposes of this Agreement as having been

paid to the applicable Rights Holder. The Corporate Taxpayer shall provide evidence of such payments to the Rights Holders to the extent

that such evidence is available. Each Rights Holder shall deliver to the Corporate Taxpayer at (i) the time such Rights Holder becomes

a Rights Holder and (ii) the reasonable request of the Corporate Taxpayer, such properly completed and executed documentation reasonably

requested by the Corporate Taxpayer as will permit such payments to be made without withholding or at a reduced rate of withholding (including

IRS Form W-9 or the appropriate IRS Form W-8, as applicable).

Section 7.12          Admission

of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets.

(a)            If

the Corporate Taxpayer or any of its Subsidiaries is or becomes a member of an affiliated, consolidated, combined or unitary group of

corporations that files a consolidated, combined or unitary income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding

provisions of state, local or foreign Tax law, then (i) the provisions of this TRA Agreement shall be applied with respect to the

group as a whole and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed

with reference to the consolidated, combined or unitary taxable income of the group as a whole.

(b)            If

any Person the income of which is included in the income of the Corporate Taxpayer or its Subsidiaries or the Corporate Taxpayer’s

or its Subsidiaries’ affiliated or consolidated group transfers one or more Reference Assets to a corporation (or a Person classified

as a corporation for U.S. federal income tax purposes) with which such entity does not file a consolidated Tax Return pursuant to Section 1501

of the Code or any corresponding provisions of state, local or non-U.S. Tax law, such entity, for purposes of calculating the amount

of any Tax Benefit Payment or Early Termination Payment due hereunder, shall be treated as having disposed of such Reference Asset in

a fully taxable transaction on the date of such contribution. The consideration deemed to be received in a transaction contemplated in

the prior sentence shall be equal to the fair market value of the deemed transferred Reference Asset, plus (i) the amount

of debt to which such Reference Asset is subject, in the case of a transfer of an encumbered asset, or (ii) the amount of debt allocated

to such Reference Asset, in the case of a transfer of a partnership interest. The transactions described in this Section 7.12(b) shall

be taken into account in determining the Realized Tax Benefit or Realized Tax Detriment, as applicable, for such Taxable Year based on

the income, gain or loss deemed allocated to the Corporate Taxpayer and its Subsidiaries using the Non-Blocker Transferred Basis, Non-Exchange

Transferred Basis, Non-IPO Basis and Non-Stepped Up Tax Basis of the Reference Assets in calculating its Hypothetical Tax Liability for

such Taxable Year and using the actual Tax basis of the Reference Assets in calculating its Actual Tax Liability, determined using the

“with and without” methodology. Thus, for example, in determining the Hypothetical Tax Liability of the Corporate Taxpayer

or its Subsidiaries the taxable income of the Corporate Taxpayer or its Subsidiaries shall be determined by treating Holdings LP as having

sold the applicable Reference Asset for its fair market value, recovering any basis applicable to such Reference Asset (using the Non-Blocker

Transferred Basis, Non-Exchange Transferred Basis, Non-IPO Basis and Non-Stepped Up Tax Basis), while the Actual Tax Liability of the

Corporate Taxpayer or its Subsidiaries would be determined by recovering the actual Tax basis of the Reference Asset that reflects any

Blocker Transferred Basis, Exchange Transferred Basis, IPO Basis and Basis Adjustments. For purposes of this Section 7.12,

a transfer of a partnership interest shall be treated as a transfer of the transferring partner’s share of each of the assets and

liabilities of that partnership.

Section 7.13         Confidentiality.

(a)            The

Rights Holders and the Rights Holder Representative acknowledge and agree that the information of the Corporate Taxpayer is confidential

and, except in the course of performing any duties as necessary for the Corporate Taxpayer, as required by law or legal process or to

enforce the terms of this Agreement, shall keep and retain in confidence and not disclose to any Person any confidential matters of the

Corporate Taxpayer acquired pursuant to this Agreement.

(b)            This

Section 7.13 shall not restrict (i) the disclosure of any information that has been made publicly available by

the Corporate Taxpayer, becomes public knowledge (except as a result of an act of any Rights Holder, the Rights Holder Representative

or any of their Affiliates in violation of this Agreement) or is generally known to the business community, (ii) the disclosure

of information to its personnel and representatives who are subject to confidentiality obligations or otherwise to the extent reasonably

necessary for any Rights Holder or its Affiliates to prepare and file its Tax Returns, to respond to any inquiries regarding the same

from any Taxing Authority or to prosecute or defend any action, proceeding or audit by any Taxing Authority with respect to such Tax

Returns or (iii) the disclosure of information to any direct or indirect current, former or prospective limited partners of any

Rights Holder so long as such Persons are apprised of the confidential nature thereof. Notwithstanding anything to the contrary in this

Agreement, each Rights Holder (and each employee, representative or other agent of such Rights Holder, as applicable) may disclose the

tax treatment and tax structure of (A) the Corporate Taxpayer, (B) the transactions, if any, entered into in connection with

this Agreement, (C) this Agreement and (D) any of the transactions of the Corporate Taxpayer, and all materials of any kind

(including opinions or other tax analyses) that are provided to the Rights Holders relating to such tax treatment and tax structure.

Section 7.14         Rules of

Construction. Unless otherwise specified herein:

(a)            For

purposes of interpretation of this Agreement:

(i)            the

words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used

in this Agreement shall refer to this Agreement as a whole and not to any particular provision thereof;

(ii)            any

accounting term used and not otherwise defined in this Agreement has the meaning assigned to such term in accordance with GAAP;

(iii)          unless

specified otherwise, references to an Article, Section or clause refer to the appropriate Article, Section or clause in this

Agreement;

(iv)          the

terms “include” or “including” are by way of example and not limitation and shall be deemed followed by the words

“without limitation”;

(v)           the

word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and

only if”; and

(vi)          the

term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements

and other writings, however evidenced, whether in physical or electronic form.

(b)            In

the computation of periods of time from a specified date to a later specified date, the word “from” means “from and

including”, the words “to” and “until” each mean “to but excluding” and the word “through”

means “to and including.”

herein are included for convenience of reference only and shall not affect the interpretation of this Agreement.

(d)            Unless

otherwise expressly provided herein, references to any law (including the Code) include all statutory and regulatory provisions consolidating,

amending, replacing, supplementing or interpreting such law.

(e)            Where

a word is defined herein, references to the singular shall include references to the plural and vice versa.

(f)            With

regard to all dates, deadlines and time periods set forth or referred to in this Agreement, time is of the essence. If the date specified

for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or

any action taken expires on a date which is not a Business Day), then the date for giving such notice or taking such action (and the

expiration date of such period during which notice is required to be given or action taken) shall be automatically extended to the next

date which is a Business Day.

Section 7.15         Rights

Holder Representative. By executing this Agreement, each of the Rights Holders shall be deemed to have irrevocably constituted

the Rights Holder Representative as his, her or its agent, proxy and attorney in fact with full power of substitution to act from and

after the date hereof and to do any and all things and execute any and all documents on behalf of such Rights Holders which may be necessary,

convenient or appropriate to facilitate any matters under this Agreement, including: (i) execution of the documents and certificates

required pursuant to this Agreement; (ii) except to the extent specifically provided in this Agreement, receipt and forwarding of

notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) any and

all consents, waivers, amendments or modifications deemed by the Rights Holder Representative, in its sole and absolute discretion, to

be necessary or appropriate under this Agreement (including a termination of the Corporate Taxpayer’s obligations) and the execution

or delivery of any documents that may be necessary or appropriate in connection therewith; (v) amending this Agreement or any of

the instruments to be delivered to the Corporate Taxpayer pursuant to this Agreement; (vi) taking actions the Rights Holder Representative

is expressly authorized to take pursuant to the other provisions of this Agreement; (vii) negotiating and compromising, on behalf

of such Rights Holders, any dispute that may arise under, and exercising or refraining from exercising any remedies available under,

this Agreement or any other agreement contemplated hereby and executing, on behalf of such Rights Holders, any settlement agreement,

release or other document with respect to such dispute or remedy; and (viii) engaging attorneys, accountants, agents or consultants

on behalf of such Rights Holders in connection with this Agreement or any other agreement contemplated hereby and paying any fees related

thereto. The Rights Holder Representative may resign upon thirty (30) calendar days’ written notice to the Corporate Taxpayer.

All reasonable and documented out-of-pocket costs and expenses incurred by the Rights Holder Representative in its capacity as such shall

be promptly reimbursed by the Corporate Taxpayer upon presentation of an invoice and reasonable support therefor by the Rights Holder

Representative. To the fullest extent permitted by law, none of the Rights Holder Representative, any of its Affiliates, or any of the

Rights Holder Representative’s or Affiliate’s directors, officers, employees or other agents (each, a “Covered

Person”) shall be liable, responsible or accountable in damages or otherwise to any Rights Holder, Holdings LP or the Corporate

Taxpayer for damages arising from any action taken or omitted to be taken by the Rights Holder Representative or any other Person with

respect to Holdings LP or the Corporate Taxpayer, except in the case of any action or omission which constitutes, with respect to such

Person, willful misconduct or fraud, and each Rights Holder shall indemnify, defend and hold harmless the Rights Holder Representative

for any losses, liabilities or damages arising out of the Rights Holder Representative’s performance of its duties hereunder. Each

of the Covered Persons may consult with legal counsel, accountants and other experts selected by it, and any act or omission suffered

or taken by it on behalf of the Rights Holders or in furtherance of the interest of the Rights Holders in good faith in reliance upon

and in accordance with the advice of such counsel, accountants or other experts shall create a rebuttable presumption of the good faith

and due care of such Covered Person with respect to such act or omission; provided, that such counsel, accountants or other experts

were selected with reasonable care. Each of the Covered Person may rely in good faith upon, and shall have no liability to Holdings LP,

the Corporate Taxpayer or the Rights Holders for acting or refraining from acting upon, any resolution, certificate, statement, instrument,

opinion, report, notice, request, consent, order, bond, debenture or other paper or document reasonably believed by it to be genuine

and to have been signed or presented by the proper party or parties. Each Rights Holders irrevocably agrees that such agency is coupled

with an interest and is therefore irrevocable without the written consent of the Rights Holder Representative and will survive the death,

incapacity, dissolution, liquidation or bankruptcy of such Rights Holder.

Section 7.16            Partnership

Agreement. To the extent this Agreement imposes obligations on Holdings LP or any partner of Holdings LP, this Agreement shall

be treated as part of the Holdings LP Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and

1.761-1(c) of the Treasury Regulations.

Section 7.17            Specific

Performance. The parties hereto agree that irreparable damage, for which monetary relief, even if available, would not be an

adequate remedy, would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms

or is otherwise breached, including if the parties hereto fail to take any action required of them hereunder to consummate any of the

transactions contemplated by this Agreement. It is accordingly agreed that (i) the parties hereto shall be entitled to an injunction

or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the

terms and provisions hereof without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled

under this Agreement and to thereafter cause the transactions contemplated by this Agreement to be consummated, and (ii) the right

of specific performance and other equitable relief is an integral part of the transactions contemplated by this Agreement and without

that right, no party hereto would have entered into this Agreement. The parties hereto agree not to assert that a remedy of specific

performance or other equitable relief is unenforceable, invalid, contrary to law or inequitable for any reason, and not to assert that

a remedy of monetary damages would provide an adequate remedy or that the parties otherwise have an adequate remedy at law. The parties

hereto acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce

specifically the terms and provisions of this Agreement in accordance with this Section 7.17 shall not be required to provide

any bond or other security in connection with any such order or injunction.

Section 7.18            Certain

Acknowledgments. Without limiting the generality of Section 2.4, any Person who or which accepts the rights and obligations

of a Rights Holder under this Agreement shall be treated as a Rights Holder hereunder pursuant to the terms hereof, and such Person shall

be deemed to have adhered to and agreed to be bound by the terms of this Agreement as a Rights Holder without further action or the execution

of any additional documents or instruments, including any counterpart signature page to this Agreement or joinder to this Agreement.

Further, each such Person shall be deemed to have agreed not to assert any claim that it is not bound by the terms of this Agreement

and acknowledges that in no circumstance can such Person be a Rights Holder, or be entitled to the rights of a Rights Holder hereunder,

if it is not bound by all of the terms and conditions of this Agreement, including the obligations to which a Rights Holder is subject

hereunder.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties

hereto have executed this Tax Receivable Agreement as of the date first written above.

PUBCO:

SUJA LIFE, INC.

By: /s/ Maria Stipp

Name: Maria Stipp

Title: Chief Executive Officer

HOLDINGS

LP:

SUJA LIFE HOLDINGS, L.P.

By:

Suja Life Holdings GP, LLC

Its:

General Partner

By: /s/ Kevin Schwartz

Name: Kevin Schwartz

Title: President and Chief Executive Officer

[Signature Page to Tax Receivable Agreement]

RIGHTS

HOLDERS:

SUJA LIFE CONSORTIUM AGGREGATOR, L.P.

By: Suja Life Consortium Aggregator GP, LLC

Its: General Partner

By: /s/ Kevin Schwartz

Name: Kevin Schwartz

Title: President and Chief Executive Officer

PAINE SCHWARTZ FOOD CHAIN FUND V B, L.P.

By: Paine Schwartz Food Chain Fund V GP, L.P.

Its: General Partner

By: Paine Schwartz Food Chain Fund V GP, Ltd.

Its: General Partner

By:

/s/ Kevin Schwartz

Name: Kevin Schwartz

Title: Director

Witness:

/s/ Angela Jorge

Name: Angela Jorge

PAINE SCHWARTZ FOOD CHAIN FUND V C, L.P.

By: Paine Schwartz Food Chain Fund V GP, L.P.

Its: General Partner

By: Paine Schwartz Food Chain Fund V GP, Ltd.

Its: General Partner

By:

/s/ Kevin Schwartz

Name: Kevin Schwartz

Title: Director

Witness:

/s/ Angela Jorge

Name: Angela Jorge

[Signature Page to Tax Receivable Agreement]

PAINE SCHWARTZ FOOD CHAIN FUND V D, L.P.

By: Paine Schwartz Food Chain Fund V GP, L.P.

Its: General Partner

By: Paine Schwartz Food Chain Fund V GP, Ltd.

Its: General Partner

By:

/s/ Kevin Schwartz

Name: Kevin Schwartz

Title: Director

Witness:

/s/ Angela Jorge

Name: Angela Jorge

RIGHTS

HOLDER REPRESENTATIVE:

PAINE SCHWARTZ FOOD CHAIN FUND V GP, L.P.

By: Paine Schwartz Food Chain Fund V GP, Ltd.

Its: General Partner

By:

/s/ Kevin Schwartz

Name: Kevin Schwartz

Title: Director

Witness:

/s/ Angela Jorge

Name: Angela Jorge

[Signature Page to Tax Receivable Agreement]

RIGHTS

HOLDERS:

QP VIVE AGGREGATOR, LLC

By:

/s/ Wyatt James Taubman

Name: Wyatt James Taubman

Title: Chairman and Secretary

NON-QP VIVE AGGREGATOR, LLC

By:

/s/ Wyatt James Taubman

Name: Wyatt James Taubman

Title: Chairman and Secretary

[Signature Page to Tax Receivable Agreement]

Schedule A

Schedule of Rights Holders

As of May 7, 2026

Suja Life Consortium Aggregator, L.P.

Paine Schwartz Food Chain Fund V B, L.P.

Paine Schwartz Food Chain Fund V C, L.P.

Paine Schwartz Food Chain Fund V D, L.P.

QP Vive Aggregator, LLC

Non-QP Vive Aggregator, LLC

EX-10.4 — EXHIBIT 10.4

EX-10.4

Filename: tm2530822d27_ex10-4.htm · Sequence: 8

Exhibit 10.4

EXCHANGE AGREEMENT

EXCHANGE AGREEMENT (this

“Agreement”), dated as of May 7, 2026, by and among Suja Life, Inc., a Delaware corporation (the “Corporation”),

Suja Life Sub, Inc., a Delaware corporation (the “Corporation Sub”), Suja Life Holdings, L.P., a Delaware limited

partnership (the “Partnership”), and the holders, other than the Corporation or the Corporation Sub (or any of their

wholly owned Subsidiaries, other than the Partnership or any of its Subsidiaries), of Series A Units (as defined herein) from time

to time party hereto.

WHEREAS, the parties hereto

desire to provide for the exchange of Series A Units for shares of Class A Common Stock (as defined herein), on the terms and

subject to the conditions set forth herein.

NOW, THEREFORE, in consideration

of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the parties hereto hereby agree as follows:

Article I

Section 1.1             Definitions.

The following definitions

shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“Agreement”

has the meaning set forth in the preamble of this Agreement.

“Cash Payment”

means, an amount in cash equal to the product of (i) the number of Series A Units surrendered, (ii) the then-applicable

Exchange Rate, and (iii) the net price (after underwriting discounts) of Class A Common Stock received by the Corporation in

the substantially concurrent public offering or private sale, as applicable.

“Class A Common

Stock” means the Class A common stock, par value $0.0001 per share, of the Corporation.

“Class V Common

Stock” means the Class V common stock, par value $0.0001 per share, of the Corporation.

“Code”

means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute. Any reference herein to a particular

provision of the Code shall mean, where appropriate, the corresponding provision in any successor statute.

“Corporation”

has the meaning set forth in the preamble of this Agreement.

“Corporation Sub”

has the meaning set forth in the preamble of this Agreement.

“Exchange”

has the meaning set forth in Section 2.1.

“Exchange Rate”

means, at any time, the number of shares of Class A Common Stock for which a Series A Unit is entitled to be exchanged at such

time. On the date of this Agreement, the Exchange Rate shall be 1 for 1, subject to adjustment pursuant to Section 2.4.

“Exchanging Series A

Unitholder” means a Series A Unitholder initiating an Exchange.

“LP Agreement”

means the Sixth Amended and Restated Limited Partnership Agreement of the Partnership, dated on or about the date hereof, as such agreement

may be amended and/or restated from time to time.

“Partnership”

has the meaning set forth in the preamble of this Agreement.

“Permitted Transferee”

has the meaning given to such term in Section 3.1.

“Person”

means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint

venture, an unincorporated organization, association or other entity or a governmental entity.

“PSP Limited Partner”

means Suja Life Consortium Aggregator, L.P., a Delaware limited partnership, and any subsequent holder of Series A Units that is

an affiliate of Paine Schwartz Partners, LLC.

“Registration Rights

Agreement” means the Registration Rights Agreement, dated as of August 31, 2021, by and among the Partnership, PSP Suja

Life Holdings, L.P., a Delaware limited partnership, and each Other Investor party thereto, as such agreement may be amended from time

to time.

“Securities Act”

means the U.S. Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated pursuant thereto.

“Series A Unit”

means (i) each Series A Unit (as such term is defined in the LP Agreement) issued as of the date hereof and (ii) each

Series A Unit or other interest in the Partnership that may be issued by the Partnership in the future that is designated by the

Corporation as a “Series A Unit.”

“Series A Unitholder”

means any holder of Series A Units.