Director Subscription Agreements means the subscription agreements entered into with the
Director Subscribers for the purchase of the PIPE Shares.
EverArc refers to EverArc Holdings Limited, a company limited by shares
incorporated with limited liability under the laws of the British Virgin Islands.
EverArc Articles means the Memorandum and Articles
of Association of EverArc.
EverArc Founder Entity means EverArc Founders, LLC, a Delaware limited liability company.
EverArc Founders means William N. Thorndike, Jr., W. Nicholas Howley, Tracy Britt Cool, Vivek Raj and Haitham Khouri.
EverArc Founder Shares means EverArcs founder shares of no-par value having the rights,
privileges and designations set out in the EverArc Articles.
EverArc Ordinary Shares means EverArcs ordinary shares, no par
value.
EverArc Securities means the EverArc Ordinary Shares and EverArc Warrants, collectively.
EverArc Shares means the EverArc Ordinary Shares and the EverArc Founder Shares, collectively.
EverArc Subscribers means the institutional investors, investors affiliated with SK Holdings and individual accredited investors that
entered into Subscription Agreements with EverArc, SK Holdings and Holdco, to purchase an aggregate of 115,000,000 EverArc Ordinary Shares at $10.00 per share which were converted into Holdco Ordinary Shares in connection with the closing of the
Business Combination.
EverArc Subscription Agreements means the subscription agreements entered into with the EverArc Subscribers for
the purchase of the PIPE Shares.
EverArc Subscription Founder Entities means TVR EverArc, LLC and Llanerch EverArc, LLC.
EverArc Warrants means the warrants issued in the IPO, each of which is exercisable for one-fourth
of an EverArc Ordinary Share, in accordance with its terms.
EverArc Warrant Instrument means the warrant instrument executed by
EverArc, dated December 12, 2019, setting for the terms and conditions of the EverArc Warrants.
Exchange Act means the Securities
Exchange Act of 1934, as amended.
Founder Advisory Agreement means that certain Founder Advisory Agreement dated as of
December 12, 2019, by and between EverArc and the EverArc Founder Entity.
Founder Advisory Agreement Calculation Number means
such number of Holdco Ordinary Shares outstanding immediately following the Business Combination, including any Holdco Ordinary Shares issued upon the exercise of Holdco Warrants, but excluding any Holdco Ordinary Shares issued to shareholders or
other beneficial owners of Perimeter in connection with the Business Combination.
Holdco means Perimeter Solutions, SA, a public
company limited by shares (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 12E, rue Guillaume Kroll, L-1882, Grand Duchy of Luxembourg
and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B256.548.
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