⚫ ] shares of Common Stock LATHAM GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 4th, 2022 • Latham Group, Inc. • Plastics products, nec • New York
Latham Group, Inc., a Delaware corporation (the “Company”), proposes to sell [ ⚫ ] shares (the “Firm Stock”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of [ ⚫ ] additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 5th, 2021 • Latham Group, Inc. • Plastics products, nec • Delaware
INDEMNIFICATION AGREEMENT, dated effective as of [●], 2021 (this “Agreement”), by and between Latham Group, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
REGISTRATION RIGHTS AGREEMENT dated as of [●], 2021 between LATHAM GROUP, INC. AND CERTAIN STOCKHOLDERSRegistration Rights Agreement • March 31st, 2021 • Latham Group, Inc. • Plastics products, nec • Delaware
This Registration Rights Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [●], 2021, is made by and among Latham Group, Inc., a Delaware corporation (the “Company”), Wynnchurch Capital Partners IV, L.P., a Cayman Islands limited partnership and WC Partners Executive IV, L.P., a Cayman Islands limited partnership (collectively, “Wynnchurch”), Pamplona Capital Partners V, L.P., a Cayman Islands limited partnership (“Pamplona” and collectively with Wynnchurch, the “Principal Stockholders”) and the other Persons who execute the signature pages hereto under the heading “Other Holders” (the “Other Holders”).
CREDIT AND GUARANTY AGREEMENT dated as of December 18, 2018 among LATHAM PURCHASER, INC., as the Borrower prior to the consummation of the Acquisition, LATHAM POOL PRODUCTS, INC., as the Borrower immediately upon the consummation of the Acquisition,...Credit and Guaranty Agreement • April 14th, 2021 • Latham Group, Inc. • Plastics products, nec • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of December 18, 2018, by and among LATHAM PURCHASER, INC., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition (as defined below), the “Borrower”), LATHAM POOL PRODUCTS, INC., a Delaware corporation (“LPP” and, immediately upon consummation of the Acquisition, the “Borrower”), LATHAM INTERNATIONAL MANUFACTURING CORP., a Delaware corporation (“Holdings”), each other subsidiary of Holdings from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), the other L/C Issuers party hereto from time to time and NOMURA CORPORATE FUNDING AMERICAS, LLC (acting through one or more sub-agents or designees), as Administrative Agent and an L/C Issuer.
LATHAM GROUP, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 7th, 2023 • Latham Group, Inc. • Plastics products, nec • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [__________], 20[__] (the “Date of Grant”), by and between Latham Group, Inc., a Delaware corporation (the “Company”), and [________] (the “Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2022 • Latham Group, Inc. • Plastics products, nec • New York
This Agreement is made on the 9th day of June 2022, between Latham Pool Products, Inc. (“Company”) and Robert L. Masson II (“Employee”) and is effective as of July 11, 2022 (the “Effective Date”). As used in this Agreement, “Company” includes Latham Pool Products, Inc., its predecessors, successors, and assigns.
LATHAM GROUP, INC. NONQUALIFIED OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • August 5th, 2021 • Latham Group, Inc. • Plastics products, nec • Delaware
THIS NONQUALIFIED OPTION AWARD AGREEMENT (this “Agreement”), is entered into as of [____], 20[ ] (the “Date of Grant”), by and between Latham Group, Inc., a Delaware corporation (the “Company”), and [________] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Latham Group, Inc. 2021 Omnibus Equity Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
LATHAM GROUP, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 5th, 2021 • Latham Group, Inc. • Plastics products, nec • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), is entered into as of [__________], 20[__] (the “Date of Grant”), by and between Latham Group, Inc., a Delaware corporation (the “Company”), and [________] (the “Participant”).
THIRD INCREMENTAL FACILITY AMENDMENTThird Incremental Facility Amendment • April 14th, 2021 • Latham Group, Inc. • Plastics products, nec • New York
THIRD INCREMENTAL FACILITY AMENDMENT, dated as of January 25, 2021 (this “Amendment”), by and among LATHAM POOL PRODUCTS, INC., a Delaware corporation (the “Borrower”), LATHAM INTERNATIONAL MANUFACTURING CORP., a Delaware corporation (“Holdings”), the Subsidiary Guarantors party hereto, the Third Amendment Incremental Term Loan Lenders (as defined below), each lender party hereto as a consenting lender (collectively, the “Consenting Lenders”) and NOMURA CORPORATE FUNDING AMERICAS, LLC, as administrative agent (acting through one or more sub-agents or designees, in such capacity, the “Administrative Agent”).
FIRST INCREMENTAL FACILITY AMENDMENTFirst Incremental Facility Amendment • April 14th, 2021 • Latham Group, Inc. • Plastics products, nec • New York
FIRST INCREMENTAL FACILITY AMENDMENT, dated as of May 29, 2019 (this “Amendment”), by and among LATHAM POOL PRODUCTS, INC., a Delaware corporation (the “Borrower”), LATHAM INTERNATIONAL MANUFACTURING CORP., a Delaware corporation (“Holdings”), the First Amendment Incremental Term Loan Lenders (as defined below), and NOMURA CORPORATE FUNDING AMERICAS, LLC, as administrative agent (acting through one or more sub-agents or designees, in such capacity, the “Administrative Agent”).
SECOND INCREMENTAL FACILITY AMENDMENTIncremental Facility Amendment • March 31st, 2021 • Latham Group, Inc. • Plastics products, nec • New York
SECOND INCREMENTAL FACILITY AMENDMENT, dated as of October 14, 2020 (this “Amendment”), by and among LATHAM POOL PRODUCTS, INC., a Delaware corporation (the “Borrower”), LATHAM INTERNATIONAL MANUFACTURING CORP., a Delaware corporation (“Holdings”), the Subsidiary Guarantors party hereto, the Second Amendment Incremental Term Loan Lender (as defined below), and NOMURA CORPORATE FUNDING AMERICAS, LLC, as administrative agent (acting through one or more sub-agents or designees, in such capacity, the “Administrative Agent”).
PURCHASE AGREEMENTPurchase Agreement • March 31st, 2021 • Latham Group, Inc. • Plastics products, nec • New York
PURCHASE AGREEMENT, dated _______________, 2021 (this “Agreement”), by and between ______________, as seller (the “Seller”), and Latham Group, Inc., a Delaware corporation, as purchaser (the “Purchaser”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 25th, 2023 • Latham Group, Inc. • Plastics products, nec
This Amendment to Employment Agreement (this “Amendment”) is made on the 24th day of July, 2023, between Latham Group, Inc. (“Company”) and J. Mark Borseth (“Employee”) and is effective as of such date (the “Amendment Effective Date”). As used in this Agreement, “Company” includes Latham Group, Inc., its predecessors, successors, and assigns.
REGISTRATION RIGHTS AGREEMENT dated as of April 27, 2021 between LATHAM GROUP, INC. AND CERTAIN STOCKHOLDERSRegistration Rights Agreement • August 5th, 2021 • Latham Group, Inc. • Plastics products, nec • Delaware
This Registration Rights Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 27, 2021, is made by and among Latham Group, Inc., a Delaware corporation (the “Company”), Wynnchurch Capital Partners IV, L.P., a Cayman Islands limited partnership and WC Partners Executive IV, L.P., a Cayman Islands limited partnership (collectively, “Wynnchurch”), Pamplona Capital Partners V, L.P., a Cayman Islands limited partnership (“Pamplona” and collectively with Wynnchurch, the “Principal Stockholders”) and the other Persons who execute the signature pages hereto under the heading “Other Holders” (the “Other Holders”).
FIFTH INCREMENTAL FACILITY AMENDMENTIncremental Facility Amendment • November 30th, 2021 • Latham Group, Inc. • Plastics products, nec • New York
FIFTH INCREMENTAL FACILITY AMENDMENT, dated as of November 24, 2021 (this “Amendment”), by and among LATHAM POOL PRODUCTS, INC., a Delaware corporation (the “Borrower”), LATHAM INTERNATIONAL MANUFACTURING CORP., a Delaware corporation (“Holdings”), the Subsidiary Guarantors party hereto, the Fifth Amendment Incremental Term Loan Lenders (as defined below) and NOMURA CORPORATE FUNDING AMERICAS, LLC, as administrative agent (acting through one or more sub-agents or designees, in such capacity, the “Administrative Agent”).
FOURTH AMENDMENTCredit and Guaranty Agreement • November 30th, 2021 • Latham Group, Inc. • Plastics products, nec • New York
FOURTH AMENDMENT, dated as of March 31, 2021 (this “Amendment”), by and among LATHAM POOL PRODUCTS, INC., a Delaware corporation (the “Borrower”), Latham International Manufacturing Corp., a Delaware corporation (“Holdings”), each lender party hereto as a consenting lender (collectively, the “Consenting Lenders”) and NOMURA CORPORATE FUNDING AMERICAS, LLC, as administrative agent (acting through one or more sub-agents or designees, in such capacity, the “Administrative Agent”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 3rd, 2021 • Latham Group, Inc. • Plastics products, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 22, 2021, by and between Latham Investment Holdings, L.P., a Delaware limited partnership (the “Partnership”), and Latham Group, Inc., a Delaware corporation (“Topco” and together with the Partnership, collectively, the “Constituent Companies”).
PURCHASE AGREEMENTPurchase Agreement • January 4th, 2022 • Latham Group, Inc. • Plastics products, nec • New York
PURCHASE AGREEMENT, dated _______________, 2022 (this “Agreement”), by and between ______________, as seller (the “Seller”), and Latham Group, Inc., a Delaware corporation, as purchaser (the “Purchaser”).
LATHAM GROUP, INC. PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit Award Agreement • March 13th, 2024 • Latham Group, Inc. • Plastics products, nec • Delaware
THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [_______ __], 202[__] (the “Date of Grant”), by and between Latham Group, Inc., a Delaware corporation (the “Company”), and [________] (the “Participant”).
AGREEMENT TO AMEND EMPLOYMENT AGREEMENTEmployment Agreement • July 25th, 2023 • Latham Group, Inc. • Plastics products, nec • New York
This Agreement to Amend Employment Agreement (“Amended Agreement”) is made on the __ day of July, 2023, between Latham Pool Products, Inc., and its predecessors, successors, subsidiaries, affiliates, and assigns (collectively the “Company”) and [EMPLOYEE] (“Employee”).
STOCKHOLDERS AGREEMENT DATED AS OF APRIL 27, 2021 AMONG LATHAM GROUP, INC. AND THE OTHER PARTIES HERETOShareholder Agreements • August 5th, 2021 • Latham Group, Inc. • Plastics products, nec • Delaware
This Stockholders Agreement is entered into as of April 27, 2021 by and among Latham Group, Inc., a Delaware corporation (the “Company”), and each of the Principal Stockholders (as defined below).
RETIREMENT AGREEMENTRetirement Agreement • August 11th, 2022 • Latham Group, Inc. • Plastics products, nec • Delaware
This Retirement Agreement (the “Agreement”), dated as of June 12, 2022 (the “Effective Date”), is made and entered into by and among Latham Pool Products, Inc. (the “Company”), Latham Group, Inc., (“Parent”) and J. Mark Borseth (the “Employee,” and collectively, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2023 • Latham Group, Inc. • Plastics products, nec • Delaware
This Agreement is made on the 13th day of February, 2023, between Latham Group, Inc. (“Company”) and J. Mark Borseth (“Employee”) and is effective as of such date (the “Effective Date”). As used in this Agreement, “Company” includes Latham Group, Inc., its predecessors, successors, and assigns.
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 31st, 2021 • Latham Group, Inc. • Plastics products, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of [_____], 2021, by and between Latham Investment Holdings, L.P., a Delaware limited partnership (the “Partnership”), and Latham Group, Inc., a Delaware corporation (“Topco” and together with the Partnership, collectively, the “Constituent Companies”).
LATHAM GROUP, INC. STOCK APPRECIATION RIGHT AWARD AGREEMENTStock Appreciation Right Award Agreement • March 7th, 2023 • Latham Group, Inc. • Plastics products, nec • Delaware
THIS STOCK APPRECIATION RIGHT AWARD AGREEMENT (this “Agreement”), is entered into as of [__________], 20[__] (the “Date of Grant”), by and between Latham Group, Inc., a Delaware corporation (the “Company”), and [________] (the “Participant”).
SECOND INCREMENTAL FACILITY AMENDMENTSecond Incremental Facility Amendment • April 14th, 2021 • Latham Group, Inc. • Plastics products, nec • New York
SECOND INCREMENTAL FACILITY AMENDMENT, dated as of October 14, 2020 (this “Amendment”), by and among LATHAM POOL PRODUCTS, INC., a Delaware corporation (the “Borrower”), LATHAM INTERNATIONAL MANUFACTURING CORP., a Delaware corporation (“Holdings”), the Subsidiary Guarantors party hereto, the Second Amendment Incremental Term Loan Lender (as defined below), and NOMURA CORPORATE FUNDING AMERICAS, LLC, as administrative agent (acting through one or more sub-agents or designees, in such capacity, the “Administrative Agent”).
STOCKHOLDERS AGREEMENT DATED AS OF [ ], 2021 AMONG LATHAM GROUP, INC. AND THE OTHER PARTIES HERETOStockholders Agreement • March 31st, 2021 • Latham Group, Inc. • Plastics products, nec • Delaware
This Stockholders Agreement is entered into as of [ ] [ ], 2021 by and among Latham Group, Inc., a Delaware corporation (the “Company”), and each of the Principal Stockholders (as defined below).
