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
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”).
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).
