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).
Platinum Equity Capital Partners IV, L.P. Platinum Equity Capital Partners V, L.P. Beverly Hills, California 90210 March 8, 2023Merger Agreement • April 11th, 2023 • Diversey Holdings, Ltd. • 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.
