DIVERSEY HOLDINGS, LTD. [●] ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2021 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations • New York
Diamond (BC) B.V., as Issuer the GUARANTORS party hereto from time to time AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 4.625% Senior Notes due 2029 INDENTURE Dated as of September 29, 2021Indenture • October 4th, 2021 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations • New York
INDENTURE dated as of September 29, 2021, among Diamond (BC) B.V. a private limited liability company incorporated under the laws of the Netherlands (the “Company”), the Guarantors party hereto from time to time and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
DIVERSEY HOLDINGS, LTD. [·] ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2021 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 16th, 2021 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2021 between Diversey Holdings, Ltd., an exempted company incorporated in the Cayman Islands (the “Company”), and [ ] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among Olympus Water Holdings IV, L.P., DIAMOND MERGER LIMITED and DIVERSEY HOLDINGS, LTD. Dated as of March 8, 2023Agreement and Plan of Merger • March 8th, 2023 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 8, 2023, by and among Olympus Water Holdings IV, L.P., a Cayman Islands exempted limited partnership, acting by its general partner, General Partner (as defined below) (“Parent”), DIAMOND MERGER LIMITED, a Cayman Islands exempted company and a wholly-owned Subsidiary of Parent (“Merger Sub”), and DIVERSEY HOLDINGS, LTD., a Cayman Islands exempted company (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to herein as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I or elsewhere in this Agreement.
DATED 14 July 2020 Diversey Limited (1) and Philip Robert Wieland (2) SERVICE AGREEMENTService Agreement • March 22nd, 2021 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations • England and Wales
INVESTOR RIGHTS AGREEMENT BY AND AMONG DIVERSEY HOLDINGS, LTD. AND CERTAIN SHAREHOLDERS DATED AS OF March 29, 2021Investor Rights Agreement • April 2nd, 2021 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations • New York
This INVESTOR RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of March 29, 2021 is made by and among:
ContractDiversey Holdings, Ltd. • March 1st, 2021 • Specialty cleaning, polishing and sanitation preparations • New York
EXECUTION VERSION DIAMOND (BC) B.V., as Issuer the GUARANTORS party hereto from time to time, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and CITIBANK, N.A., LONDON BRANCH, as Paying Agent, Transfer Agent, Registrar and Authentication agent €450,000,000 5.625% Senior Notes due 2025 INDENTURE Dated as of August 8, 2017
ContractLetter Agreement • March 22nd, 2021 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations • Delaware
DIVERSEY, INC. 2415 Cascade Point Blvd. Charlotte, NC 28208 October 4, 2019 Mr. Mark Burgess Via Email Re:Transition Letter Agreement Dear Mark: This letter agreement (this “Letter Agreement”) will confirm our understanding with regard to your transition and resignation from employment with Diversey, Inc. (the “Company”) without Good Reason (as defined in that certain Employment Agreement, dated December 17, 2018, by among the Company, Diamond (BC) B.V., and you (the “Employment Agreement”)). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Employment Agreement. Termination. Your service under this Letter Agreement will commence as of the date hereof and continue through January 9, 2020 (the “Transition Date” and such period through the Transition Date is hereafter referred to as the “Transition Period”). During the Transition Period, the Company will continue to pay your regular annual base salary at its current rate, payable in a
Supplemental Indenture No. 2Supplemental Indenture • March 1st, 2021 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations • New York
SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of December 5, 2017, by and among the parties that are signatories hereto as Guarantors (each a “Guaranteeing Party” and collectively, the “Guaranteeing Parties”) and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.
Limited GuaranteeLimited Guarantee • April 11th, 2023 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations • Delaware
This Limited Guarantee, dated as of March 8, 2023 (this “Guarantee”), is made by Platinum Equity Capital Partners IV, L.P., a Delaware limited partnership and Platinum Equity Capital Partners V, L.P., a Delaware limited partnership (each, a “Guarantor” and, together, the “Guarantors”) in favor of Diversey Holdings, Ltd., a Cayman Islands exempted company (the “Guaranteed Party”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement (as defined below).
JOINDER AGREEMENT AND AMENDMENT NO. 1Joinder Agreement • March 1st, 2021 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations • New York
JOINDER AGREEMENT AND AMENDMENT NO. 1, dated as of June 23, 2020 (this “Agreement”), by and among Credit Suisse AG, Cayman Islands Branch (the “New Term Loan Lender”), Diamond (BC) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its statutory seat in Amsterdam, the Netherlands, registered office at Maarssenbroeksedijk 2, 3542 DN, Utrecht, the Netherlands and registered under number 68305133 (the “Borrower”) and Credit Suisse AG, Cayman Islands Branch, as the Administrative Agent (the “Administrative Agent”).
FORM OF TAX RECEIVABLE AGREEMENT by and among DIVERSEY HOLDING, LTD.,Tax Receivable Agreement • March 16th, 2021 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], 2021, is hereby entered into by and among Diversey Holdings, Ltd., a Cayman Islands exempted corporation (“Pubco”), Diversey Holdings I (UK) Limited, a private limited company organized in England and Wales and a wholly owned Subsidiary of Pubco (the “Company”), BCPE Diamond Cayman Holding Limited, a Cayman Islands exempted corporation (the “Shareholder Representative,” in its capacity as such), the persons listed on Schedule A hereto (each a “Shareholder” and collectively, the “Shareholders”) and each of the permitted successors and assigns thereto.
ROLLOVER CONTRIBUTION AGREEMENTRollover Contribution Agreement • March 8th, 2023 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations
THIS ROLLOVER CONTRIBUTION AGREEMENT (this “Agreement”) is made as of March 8, 2023, by and between Olympus Water Holdings I, L.P., a Cayman Islands exempted limited partnership, acting by its general partner, Topco GP (as defined below) (“Topco”), and the investor listed on Schedule I attached hereto (“Investor”). Capitalized terms used in this Agreement, but not defined herein, shall have the meanings ascribed to such terms in the Merger Agreement (as defined below). “Topco GP” means Olympus Water Holdings Limited, a Cayman Islands exempted company. Any references herein to a Cayman Islands exempted limited partnership taking any action, having any power or authority or owning, holding or dealing with any asset are to such partnership acting through its general partner.
TAX INDEMNITY AGREEMENTTax Indemnity Agreement • March 8th, 2023 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations
This TAX INDEMNITY AGREEMENT (this “Agreement”), dated as of March 8, 2023, is entered into by and among Olympus Water Holdings IV, L.P., a Cayman Islands exempted limited partnership (“Parent”), Diamond Merger Limited, a Cayman Islands exempted company and a wholly-owned Subsidiary of Parent (“Merger Sub”), Diversey Holdings, Ltd., a Cayman Islands exempted company (the “Company”), Diversey Holdings I (UK) Limited, a private limited company organized in England and Wales and a wholly owned Subsidiary of the Company (“Holdings UK”), Olympus Water Holdings I, L.P., a Cayman Islands exempted limited partnership (“Topco”), BCPE Diamond Investor, LP, a Delaware limited partnership (together with its successors and assigns, the “Bain Shareholder”), and BCPE Diamond Cayman Holding Limited, a Cayman Islands exempted corporation (the “Shareholder Representative” and, together with the Parent, Merger Sub, the Company, Holdings UK, Topco and the Bain Shareholder, collectively, the “Parties”). Ex
Platinum Equity Capital Partners IV, L.P. Platinum Equity Capital Partners V, L.P. Beverly Hills, California 90210 March 8, 2023Diversey Holdings, Ltd. • April 11th, 2023 • Specialty cleaning, polishing and sanitation preparations • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof, by and among OLYMPUS WATER HOLDINGS IV, L.P., a Cayman Islands exempted limited partnership, acting by its general partner, General Partner (“Parent”), DIAMOND MERGER LIMITED, a Cayman Islands exempted company and a wholly-owned Subsidiary of Parent (“Merger Sub”), and DIVERSEY HOLDINGS, LTD., a Cayman Islands exempted company (the “Company”) (as the same may be amended from time to time, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company as the surviving entity and a wholly-owned Subsidiary of Parent. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
EXECUTION VERSION EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2021 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations • Delaware
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • February 9th, 2021 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations • North Carolina
THIS AGREEMENT, effective as of September 27, 2017 (the "Effective Date"), is made by and between Michael Del Priore of 91 Wellington Court, Yorktown Heights, NY 10598 (hereinafter referred to as "MD"), and Diversey, Inc., a Delaware corporation, on behalf of itself and its affiliates, with offices located at 2415 Cascade Blvd, Charlotte, NC 28273 (hereinafter referred to as "DIVERSEY").
Management AgreementManagement Agreement • March 1st, 2021 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations • New York
This Management Agreement (this "Agreement") is entered into as of 6 September 2017 between, on the one hand, BCPE Diamond US Holdco Inc. and Diamond (BC) Netherlands Holding B.V. (together, the "Companies") and, on the other hand, Bain Capital Private Equity, LP, a Delaware limited partnership (the "Manager").
TAX RECEIVABLE TERMINATION AGREEMENTTax Receivable Termination Agreement • March 8th, 2023 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations
This TAX RECEIVABLE TERMINATION AGREEMENT (this “Agreement”), dated as of March 8, 2023 (the “Effective Date”), is entered into by and among Diversey Holdings, Ltd., a Cayman Islands exempted corporation (“Pubco”), Diversey Holdings I (UK) Limited, a private limited company organized in England and Wales and a wholly owned Subsidiary of Pubco (as defined below) (the “Company”) and BCPE Diamond Cayman Holding Limited, a Cayman Islands exempted corporation (the “Shareholder Representative” and, together with the Company and Pubco, collectively, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2021 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of October 16, 2019 (the “Execution Date”), by and among Diversey, Inc., a Delaware corporation (the “Company”), Diamond (BC) B.V. (“Diamond”), and Todd Herndon (the “Executive”). The Company, Diamond and the Executive are sometimes hereinafter referred to individually as a “Party” and together as “Parties.”
Escrow Release Date Supplemental IndentureSupplemental Indenture • March 1st, 2021 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations • New York
SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of September 6, 2017, by and among the parties that are signatories hereto as Guarantors (each a “Guaranteeing Party” and collectively, the “Guaranteeing Parties”) and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.
VOTING AGREEMENTVoting Agreement • March 8th, 2023 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations • Delaware
This VOTING AGREEMENT, dated as of March 8, 2023 (this “Agreement”), is entered into by and among Olympus Water Holdings IV, L.P., a Cayman Islands exempted limited partnership, acting by its General Partner (“Parent”), BCPE Diamond Investor, LP, a Delaware limited partnership (the “Stockholder”) and Diversey Holdings, Ltd., a Cayman Islands exempted company (the “Company”).
AMENDED AND RESTATED ROLLOVER CONTRIBUTION AGREEMENTRollover Contribution Agreement • July 5th, 2023 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations
THIS AMENDED AND RESTATED ROLLOVER CONTRIBUTION AGREEMENT (this “Agreement”) is made as of July 5, 2023, by and among Olympus Water Holdings I, L.P., a Cayman Islands exempted limited partnership, acting by its general partner, Topco GP (as defined below) (“Topco”), Solenis Holding Limited, a private limited company incorporated in England registered under company number 14910669, whose registered office is at 100 New Bridge Street, London, United Kingdom, EC4V 6JA (“Solenis UK”), and the investor listed on Schedule I attached hereto (“Investor”), and amends and restates in full that certain Rollover Contribution Agreement made as of March 8, 2023 (the “Original Rollover Agreement”), by and between Topco and Investor. Capitalized terms used in this Agreement, but not defined herein, shall have the meanings ascribed to such terms in that certain Agreement and Plan of Merger (as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, th
JOINDER AGREEMENT AND AMENDMENT NO. 2Joinder Agreement • April 2nd, 2021 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations • New York
JOINDER AGREEMENT AND AMENDMENT NO. 2, dated as of March 29, 2021 (this “Agreement”), by and among each 2021-1 New Revolving Loan Lender set forth on the signature pages hereto (each, a “2021-1 New Revolving Loan Lender”), DIAMOND (BC) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under laws of the Netherlands, having its statutory seat in Amsterdam, the Netherlands, registered office at Maarssenbroeksedijk 2, 3542 DN, Utrecht, the Netherlands and registered under number 68305133 (the “Borrower”), each Revolving Lender, each Letter of Credit Issuer, and Credit Suisse AG, Cayman Islands Branch, as the Administrative Agent (the “Administrative Agent”).
AMENDMENT TO EMPLOYMENT AGREEMENT FOR AN INDEFINITE PERIOD BETWEEN DIVERSEY EUROPE OPERATIONS B.V. & Sinead Kwant WHEREAS Diversey Europe Operations B.V. ("DIversey" or "Employer") and Sinead Kwant ("Employee") entered into an Employment Agreement for...Employment Agreement • March 17th, 2023 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations
