DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • January 20th, 2021 • PurposeBuilt Brands, Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of ____________, 2021 by and between PurposeBuilt Brands, Inc., a Delaware corporation (the “Company”), in its own name and on behalf of its direct and indirect subsidiaries, and ______________, an individual (“Indemnitee”).
PURPOSEBUILT BRANDS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 20th, 2021 • PurposeBuilt Brands, Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of ____________, 2021 among PurposeBuilt Brands, Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”), each Person listed on the signature pages under the caption “Other Investors” or who executes a Joinder as an “Other Investor” (collectively, the “Other Investors”) and each of the executives listed on Exhibit C hereto under the caption “Executives” or who executes a Joinder as an “Executive” (collectively, the “Executives”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
CREDIT AGREEMENT DATED AS OF March 26, 2019 AMONG PANAMERA MERGER SUB, INC. (TO BE MERGED WITH AND INTO WU HOLDCO, INC.), AS THE BORROWER, PANAMERA PURCHASER, INC., AS HOLDINGS, ANTARES CAPITAL LP, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND THE...Credit Agreement • January 15th, 2021 • PurposeBuilt Brands, Inc. • Specialty cleaning, polishing and sanitation preparations • New York
This CREDIT AGREEMENT is entered into as of March 26, 2019 among Panamera Merger Sub, Inc., a Delaware corporation (“Merger Sub”), which entity will be merged with and into WU Holdco, Inc., a Delaware corporation (the “Company”, with the Company being the surviving entity and upon and at any time after the consummation of the Merger (as defined below) the “Borrower”), Panamera Purchaser, Inc., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer party hereto, Antares Capital LP (“Antares”), as Administrative Agent and Collateral Agent.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • January 15th, 2021 • PurposeBuilt Brands, Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
This Consulting Services Agreement (this “Agreement”), dated as of March 26, 2019, by and between Panamera Purchaser, Inc., a Delaware corporation (the “Company”), and TA Associates Management, L.P., a Delaware limited partnership (“Consultant”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 15th, 2021 • PurposeBuilt Brands, Inc. • Specialty cleaning, polishing and sanitation preparations • Illinois
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of July 20, 2017, between Weiman Products, LLC, a Delaware limited liability company (the “Company”), and Russell Snow (“Executive”).
AGREEMENT AND PLAN OF MERGER by and among WU HOLDCO, INC., CORTEC GROUP FUND V, L.P., PANAMERA PURCHASER, INC., and PANAMERA MERGER SUB, INC. Dated as of February 15, 2019Merger Agreement • January 15th, 2021 • PurposeBuilt Brands, Inc. • Specialty cleaning, polishing and sanitation preparations • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of February 15, 2019 (the “Effective Date”), by and among WU Holdco, Inc., a Delaware corporation (the “Company”), Cortec Group Fund V, L.P., a Delaware limited partnership, in its capacity as the Seller Representative (the “Seller Representative”), Panamera Purchaser, Inc., a Delaware corporation (“Buyer”), and Panamera Merger Sub, Inc., a Delaware corporation (“Merger Sub”). Terms used in this Agreement that are capitalized and not otherwise defined in context have the meanings set forth or cross-referenced in Article I.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 15th, 2021 • PurposeBuilt Brands, Inc. • Specialty cleaning, polishing and sanitation preparations • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of April 29, 2020 (this “Amendment”), to the Credit Agreement, dated as of March 26, 2019 (as amended by that certain First Amendment to Credit Agreement dated as of February 10, 2020 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the effectiveness of this Amendment, the “Credit Agreement”; the Credit Agreement, after giving effect to the effectiveness of this Amendment, the “Amended Credit Agreement”), by and among PANAMERA PURCHASER, INC., a Delaware corporation (“Holdings”), WU HOLDCO, INC., a Delaware corporation (the “Borrower”), the lenders from time to time party thereto (collectively, the “Lenders” and each, individually, a “Lender”) and ANTARES CAPITAL LP (“Antares”), as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”), is entered into by and among the Borrowe
TAX RECEIVABLE AGREEMENT among PURPOSE BUILT BRANDS, INC., THE HOLDERS IDENTIFIED HEREIN, CARLYLE PANAMERA HOLDINGS, L.P. and TA XII-A, L.P. Dated as of December 31, 2020Tax Receivable Agreement • January 15th, 2021 • PurposeBuilt Brands, Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”) dated as of December 31, 2020, is hereby entered into by and among PurposeBuilt Brands, Inc., a Delaware corporation (the “Corporate Taxpayer”), the persons identified as “Holders” on the signature pages hereto (each, a “Holder” and together, the “Holders”), and Carlyle Panamera Holdings, L.P., a Delaware limited partnership and TA XII-A, L.P., a Delaware limited partnership (each a “Sponsor” and collectively the “Sponsors”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 15th, 2021 • PurposeBuilt Brands, Inc. • Specialty cleaning, polishing and sanitation preparations • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of February 10, 2020 (this “Amendment”), to the Credit Agreement, dated as of March 26, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the effectiveness of this Amendment, the “Credit Agreement”; the Credit Agreement, after giving effect to the effectiveness of this Amendment, the “Amended Credit Agreement”), by and among PANAMERA PURCHASER, INC., a Delaware corporation (“Holdings”), WU HOLDCO, INC., a Delaware corporation (the “Borrower”), the lenders from time to time party thereto (collectively, the “Lenders” and each, individually, a “Lender”) and ANTARES CAPITAL LP (“Antares”), as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”), is entered into by and among the Borrower, Holdings, the Subsidiary Guarantors party hereto, the Administrative Agent, the Collateral Agent and
