0001104659-21-036638 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification 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”).

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INVESTOR RIGHTS AGREEMENT BY AND AMONG DIVERSEY HOLDINGS, LTD. AND CERTAIN SHAREHOLDERS DATED AS OF [•], 2021
Investor Rights Agreement • March 16th, 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 [•], 2021 is made by and among:

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.

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