CREDIT AGREEMENT Dated as of November 9, 2021 among SK INVICTUS INTERMEDIATE S.À R.L., as Holdings and a Guarantor, SK INVICTUS INTERMEDIATE II S.À R.L., as Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, MORGAN STANLEY SENIOR FUNDING,...Credit Agreement • November 10th, 2021 • Perimeter Solutions, SA • Chemicals & allied products • New York
This CREDIT AGREEMENT is entered into as of November 9, 2021, among SK Invictus Intermediate II S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, with a registered office at 6 rue Eugène Ruppert, L-2453, Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 221542 (the “Borrower”), SK Invictus Intermediate S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), incorporated under the laws of Luxembourg, with a registered office at 6 rue Eugène Ruppert, L-2453, Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 221545 (“Holdings”), the other Guarantors party hereto from time to time, Morgan Stanley Senior Funding, Inc., as Administrative Agent, each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), and the L/C Issuers and Swing Line Lender from
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification & Liability • July 31st, 2024 • Perimeter Solutions, SA • Chemicals & allied products • Delaware
This Indemnification and Advancement Agreement (this “Agreement”) is effective as of __________________, 2024, by and between Perimeter Solutions, Inc., a Delaware corporation (the “Company”), and ________________________, [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2024 • Perimeter Solutions, SA • Chemicals & allied products • Delaware
THIS AGREEMENT, dated as of November 16, 2022 (this “Agreement”) is made by and between Perimeter Solutions, SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxembourg (Luxembourg Trade and Companies Register) under number B 256.548 (the “Parent”), Perimeter Solutions LP, a Delaware limited partnership (the “Company”), and Kyle Sable (the “Executive”).
EverArc Holdings Limited Kingston Chambers, PO Box 173 Road Town, Tortola, British Virgin IslandsNon-Compete Agreement • October 8th, 2021 • Perimeter Solutions, SA • Chemicals & allied products • New York
This letter (this “Letter Agreement”) is being delivered to you (the “Restricted Party”) in connection with that certain Business Combination Agreement (the “BCA”), entered into on the date hereof, by and among EverArc Holdings Limited, a company limited by shares incorporated with limited liability under the laws of the British Virgin Islands (“EverArc”), SK Invictus Holdings S.à.r.l., a limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg, SK Invictus Holdings S.à.r.l., a limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg (the “Company”), EverArc acting as sole founding shareholder and in the name and on behalf of Perimeter Solutions SA, a public company limited by shares (société anonyme) to be incorporated under the laws of the Grand Duchy of Luxembourg, to have its registered office at 12E, rue Guillaume Kroll, L-1882, Grand Duchy of Luxembourg and to be re
OPTION AGREEMENT STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • May 12th, 2023 • Perimeter Solutions, SA • Chemicals & allied products • Luxembourg
Perimeter Solutions SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxembourg (Luxembourg Trade and Companies Register) under number B 256.548 (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), issued to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Common Stock, set forth below (the “Option”), it being noted that the Plan was approved by the shareholder of the Company. This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the
Separation and Release Agreement Effective as of November 16, 2023Separation and Release Agreement • February 22nd, 2024 • Perimeter Solutions, SA • Chemicals & allied products • Delaware
This Separation and Release Agreement (this “Agreement”) is entered into as of the date first set forth above by and among Perimeter Solutions, SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxembourg (Luxembourg Trade and Companies Register) under number B 256.548 (the “Parent”), Perimeter Solutions LP, a Delaware limited partnership (the “Company”), and Charles W Kropp (the “Executive”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 10th, 2021 • Perimeter Solutions, SA • Chemicals & allied products • New York
This Assignment and Assumption Agreement (this “Agreement”) is entered into as of November 9, 2021 (the “Effective Date”), by and among Perimeter Solutions, SA, a public company limited by shares (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg with its registered office at 12E, rue Guillaume Kroll, L-1882, Grand Duchy of Luxembourg and to be registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) (“Assignee”), EverArc Holdings Limited, a company limited by shares incorporated with limited liability under the laws of the British Virgin Islands (“Assignor”), and, for purposes of acknowledging and consenting to such assignment, EverArc Founders LLC, a Delaware limited liability company (“EverArc Founders”).
OPTION AGREEMENT (2021) STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • January 12th, 2022 • Perimeter Solutions, SA • Chemicals & allied products • Luxembourg
Perimeter Solutions SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxembourg (Luxembourg Trade and Companies Register) under number B 256.548 (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), issued to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Common Stock, set forth below (the “Option”), it being noted that the Plan was approved by the shareholder of the Company. This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the
Dated 12 DECEMBER 2019 EVERARC HOLDINGS LIMITED THE DIRECTORS THE FOUNDERS THE FOUNDER ENTITIES THE BANKS PLACING AGREEMENTPlacing Agreement • October 8th, 2021 • Perimeter Solutions, SA • Chemicals & allied products
AMENDMENT TO EMPLOYMENT AGREEMENT AND OPTION AGREEMENTEmployment Agreement and Option Agreement • May 10th, 2023 • Perimeter Solutions, SA • Chemicals & allied products • Delaware
THIS AMENDMENT, dated as of March 8, 2023 (this “Amendment”), to the Employment Agreement, dated October 1, 2021 (“Employment Agreement”), and the Option Agreement (2021) (Stock Option Grant Notice and Stock Option Agreement), with respect to the options granted November 8, 2021 (the “Option Agreement”), is made by and between Perimeter Solutions, SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxembourg (Luxembourg Trade and Companies Register) under number B 256.548 (the “Parent”), Perimeter Solutions LP, a Delaware limited partnership (the “Company”), and Edward Goldberg (the “Executive”).
SUPPLEMENT NO. 1 TO WARRANT INSTRUMENT This First Supplement to the Warrant Instrument (this “Supplement”) is made as of September 27, 2024 by and among Perimeter Solutions, SA, a public limited company (société anonyme) incorporated and existing...Warrant Instrument Supplement • October 1st, 2024 • Perimeter Solutions, SA • Chemicals & allied products • Delaware
ESCROW AGREEMENTEscrow Agreement • November 10th, 2021 • Perimeter Solutions, SA • Chemicals & allied products • Delaware
THIS ESCROW AGREEMENT (this “Agreement”) is made as of November 9, 2021, by and among (i) SK Invictus Holdings S.à.r.l., a limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B221.541 (“Seller”), (ii) EverArc Holdings Limited, a company limited by shares incorporated with limited liability under the laws of the British Virgin Islands (“EverArc”), and (iii) Wilmington Trust, N.A., a national banking association, as escrow agent (the “Escrow Agent”). Seller and EverArc are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used herein but not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • October 8th, 2021 • Perimeter Solutions, SA • Chemicals & allied products • New York
This ADVISORY SERVICES AGREEMENT (this “Agreement”), dated and effective as of 12 December, 2019 (the “Effective Date”), is entered into by and between EverArc Holdings Limited, a company incorporated in the British Virgin Islands (the “Company”), and EverArc Founders LLC, a limited liability company (“Advisor”).
AMENDMENT TO STOCK OPTION AGREEMENT May [_], 2023Stock Option Agreement • May 12th, 2023 • Perimeter Solutions, SA • Chemicals & allied products
This Amendment to Option Award Agreement (this “Amendment”) is made and entered into as of the date first set forth above (“Amendment Date”) by and between Perimeter Solutions SA, a public limited liability company (the “Company”) and the undersigned participant (the “Participant”), and amends that certain Stock Option Agreement between the Company and the Participant (as amended, the “Agreement”). Capitalized terms used herein that are not defined herein have the meanings given to them in the Agreement.
EverArc Holdings Limited Kingston Chambers, PO Box 173 Road Town, Tortola, British Virgin IslandsNon-Compete Agreement • October 8th, 2021 • Perimeter Solutions, SA • Chemicals & allied products • New York
This letter (this “Letter Agreement”) is being delivered to you (the “Restricted Party”) in connection with that certain Business Combination Agreement (the “BCA”), entered into on the date hereof, by and among EverArc Holdings Limited, a company limited by shares incorporated with limited liability under the laws of the British Virgin Islands (“EverArc”), SK Invictus Holdings S.à.r.l., a limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg, SK Invictus Holdings S.à.r.l., a limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg (the “Company”), EverArc acting as sole founding shareholder and in the name and on behalf of Perimeter Solutions SA, a public company limited by shares (société anonyme) to be incorporated under the laws of the Grand Duchy of Luxembourg, to have its registered office at 12E, rue Guillaume Kroll, L-1882, Grand Duchy of Luxembourg and to be re
