INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • November 8th, 2024 • Primo Brands Corp • Delaware
This Indemnification and Advancement Agreement (this “Agreement”) is made as of November 8, 2024 by and between Primo Brands Corporation, 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.
TRITON WATER HOLDINGS, INC. and the Guarantors from time to time party hereto 6.250% SENIOR NOTES DUE 2029 INDENTURE Dated as of March 31, 2021 Wilmington Trust, National Association as TrusteeIndenture • November 8th, 2024 • Primo Brands Corp • New York
INDENTURE dated as of March 31, 2021, among Triton Water Holdings, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto and Wilmington Trust, National Association, as Trustee (as defined herein).
LEGACY PRIMO WATER CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 8th, 2024 • Primo Brands Corp • Delaware
THIS NONQUALIFIED STOCK OPTION IS GRANTED by Primo Water Corporation (“Company”) to (the “Grantee”), pursuant to the terms and conditions of the Legacy Primo Water Corporation Equity Incentive Plan (“Plan”). The terms of the Plan are incorporated herein by reference. The Company recognizes the value of the Grantee’s continued service as a key employee and has awarded this Nonqualified Stock Option under the Plan, subject to the following terms and conditions of this Nonqualified Stock Option Agreement (the “Agreement”):
LEGACY PRIMO WATER CORPORATION RESTRICTED SHARE UNIT AWARD AGREEMENT (Time- Based Vesting)Restricted Share Unit Award Agreement • November 8th, 2024 • Primo Brands Corp • Delaware
Triton Water Parent, Inc.Employment Agreement • November 8th, 2024 • Primo Brands Corp • Connecticut
This letter agreement (“Agreement”) is entered into by and between you and Triton Water Parent, Inc., a Delaware corporation (“Parent”), and confirms and formalizes our agreement with respect to your employment with BlueTriton Brands, Inc., a Delaware corporation and wholly-owned indirect subsidiary of Parent (together with any of its subsidiaries that may employ you from time to time, as applicable (and except as otherwise set forth in Section 7), the “Company”). Reference is made to the transactions contemplated by that certain Arrangement Agreement and Plan of Merger, dated as of June 16, 2024, by and among, Parent, Triton US HoldCo, Inc., a wholly-owned subsidiary of Parent (“NewCo”), Triton Merger Sub I, a direct, wholly owned subsidiary of NewCo, 1000922661 Ontario Inc., a direct, wholly owned subsidiary of NewCo, and Primo Water Corporation, pursuant to which it is anticipated that Triton Merger Sub I will be merged with and into Parent with Parent being the surviving corporatio
GUARANTEE OFGuarantee Agreement • November 8th, 2024 • Primo Brands Corp
This Guarantee creates a guarantee of payment and not merely of collection. This Guarantee will not be discharged except (i) by payment of all amounts due with respect to the Notes, the Redemption Price or the amounts due at Maturity, if and as applicable, in full by the Issuer, or (ii) by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Issuer) by the Guarantor.
Primo Brands Corporation Non-Employee Director Compensation PolicyNon-Employee Director Compensation Policy • November 8th, 2024 • Primo Brands Corp
Each member of the Board of Directors (the “Board”) of Primo Brands Corporation (the “Company”) who is not an employee of the Company or ORCP Stockholder (as such term is defined in the Stockholders Agreement, dated as of November 7, 2024, by and among Primo Brands Corporation, Triton Water Parent Holdings, LP, and any other persons that may become party thereto, as may be amended from time to time (the “Stockholders Agreement”)) for so long as the Stockholders Agreement remains in effect (each such director, an “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (the “Director Compensation Policy”) for his or her Board service. This Policy shall become effective on the date of consummation of the transactions contemplated by that certain Arrangement Agreement and Plan of Merger, dated as of June 16, 2024, as amended from time to time, by and among the Company, Triton Water Parent, Inc., Triton Merger Sub 1, Inc., 100092266
FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • November 8th, 2024 • Primo Brands Corp • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of December 9, 2021 (this “Amendment”), among Triton Water Intermediate, Inc., a Delaware corporation (“Holdings”), Triton Water Holdings, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors listed in the signature pages hereto, Morgan Stanley Senior Funding, Inc., Branch, as administrative agent and collateral agent (in such capacities, including any successor and permitted assigns thereto, the “Administrative Agent”), the 2021 Incremental Term Lenders (as defined below) party hereto and each of Morgan Stanley Senior Funding, Inc., Mizuho Bank, Ltd., RBC Capital Markets and BofA Securities, Inc., as joint lead arranger with respect to the 2021 Incremental Term Loans.
LEGACY PRIMO WATER CORPORATION EQUITY INCENTIVE PLANS RESTRICTED SHARE UNIT AWARD AGREEMENT (Performance-Based Vesting)Restricted Share Unit Award Agreement • November 8th, 2024 • Primo Brands Corp • Delaware
STOCKHOLDERS AGREEMENT BY AND AMONG PRIMO BRANDS CORPORATION AND THE INITIAL ORCP STOCKHOLDER November 7, 2024Stockholders Agreement • November 8th, 2024 • Primo Brands Corp • Delaware
This Stockholders Agreement (this “Agreement”) is made as of November 7, 2024 by and among Primo Brands Corporation, a Delaware corporation (the “Company”), Triton Water Parent Holdings, LP, a Delaware limited partnership (the “Initial ORCP Stockholder”) and any Permitted Transferee who from time to time becomes party to this Agreement by execution of a joinder agreement substantially in the form of Exhibit A (a “Joinder Agreement”).
GUARANTEE OFGuarantee Agreement • November 8th, 2024 • Primo Brands Corp
This Guarantee creates a guarantee of payment and not merely of collection. This Guarantee will not be discharged except (i) by payment of all amounts due with respect to the Notes, the Redemption Price or the amounts due at Maturity, if and as applicable, in full by the Issuer, or (ii) by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Issuer) by the Guarantor.
