CREDIT AGREEMENT dated as of October 1, 2019 by and among API GROUP DE, INC., as the Initial Borrower, J2 ACQUISITION LIMITED, as Holdings, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS AND L/C ISSUERS FROM TIME TO TIME PARTY HERETO, and...Credit Agreement • December 23rd, 2019 • APi Group Corp • Construction - special trade contractors • New York
This Credit Agreement is entered into as of October 1, 2019 by and among APi Group DE, Inc. (the “Initial Borrower”), a Delaware corporation, J2 Acquisition Limited (“Holdings”), a company limited by shares incorporated in the British Virgin Islands, the Guarantors from time to time party hereto, the lenders from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), the L/C Issuers from time to time party hereto and Citibank, N.A., as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and collateral agent (in such capacity and together with its successors, the “Collateral Agent”).
PLEDGE AND SECURITY AGREEMENT made by API GROUP DE, INC., J2 ACQUISITION LIMITED and THE GRANTORS FROM TIME TO TIME PARTY HERETO in favor of CITIBANK, N.A., as Collateral Agent dated as of October 1, 2019Pledge and Security Agreement • December 23rd, 2019 • APi Group Corp • Construction - special trade contractors • New York
PLEDGE AND SECURITY AGREEMENT, dated as of October 1, 2019, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein (other than the Collateral Agent (as defined below)), the “Grantors”) in favor of CITIBANK, N.A., as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of October 1, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among API GROUP DE, INC., a Delaware corporation, as the Initial Borrower, J2 ACQUISITION LIMITED, a company limited by shares incorporated in the British Virgin Islands, as Holdings, the Lenders party thereto and CITIBANK, N.A., as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as Co
API GROUP CORPORATION RESTRICTED STOCK UNIT AGREEMENT FOR [NAME]Restricted Stock Unit Agreement • December 23rd, 2019 • APi Group Corp • Construction - special trade contractors
J2 ACQUISITION LIMITED and THE DIRECTORS OF J2 ACQUISITION LIMITED and IAN G.H. ASHKEN and MARIPOSA ACQUISITION IV, LLC and CITIGROUP GLOBAL MARKETS LIMITED and UBS LIMITED PLACING AGREEMENTAgreement • December 23rd, 2019 • APi Group Corp • Construction - special trade contractors
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • December 23rd, 2019 • APi Group Corp • Construction - special trade contractors • Delaware
This ADVISORY SERVICES AGREEMENT (this “Agreement”), dated and effective as of October 1, 2019 (the “Effective Date”), is entered into by and between APi Group Corporation (f/k/a J2 Acquisition Limited) (the “Company”), and Mariposa Capital, LLC, a Delaware limited liability company (“Advisor”).
AMENDMENT NUMBER ONE TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 23rd, 2019 • APi Group Corp • Construction - special trade contractors • Delaware
This AMENDMENT NUMBER ONE (this “Amendment”) is entered into as of October 1, 2019, by and among J2 Acquisition Limited, a company incorporated in the British Virgin Islands (“Buyer”), APi Group, Inc., a Minnesota corporation (the “Company”), the shareholders of the Company, all of whom are listed on the signature pages hereto (each, a “Shareholder” and collectively, the “Shareholders”), Lee R. Anderson, Sr. and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Shareholder Representative pursuant to the terms of Section 10.13 of the Business Combination Agreement, dated as of September 2, 2019, by and among such parties (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
BUSINESS COMBINATION AGREEMENT by and among J2 ACQUISITION LIMITED, APi GROUP, INC, THE SHAREHOLDERS LISTED ON THE SIGNATURE PAGES HERETO, LEE R. ANDERSON, SR. and SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS SHAREHOLDER REPRESENTATIVE Dated as of...Business Combination Agreement • December 23rd, 2019 • APi Group Corp • Construction - special trade contractors • New York
THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is entered into as of September 2, 2019, by and among J2 Acquisition Limited, a company incorporated in the British Virgin Islands (“Buyer”), APi Group, Inc., a Minnesota corporation (the “Company”), the shareholders of the Company, all of whom are listed on the signature pages hereto (each, a “Shareholder” and collectively, the “Shareholders”), Lee R. Anderson, Sr. and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Shareholder Representative pursuant to the terms of Section 10.13 of this Agreement. Certain capitalized terms used in this Agreement are defined in Article 11 of this Agreement.
AMENDED AND RESTATED DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer • December 23rd, 2019 • APi Group Corp • Construction - special trade contractors • Delaware
This AMENDED AND RESTATED DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (this “Agreement”), is made and entered into effective this ____ day of ___________, 2019, by and between APi Group Corporation (formerly known as J2 Acquisition Limited), a company incorporated in the British Virgin Islands (together with its successors and assigns, the “Company”), and _____________ (“Indemnitee”).
PERSONAL AND CONFIDENTIAL September 2, 2019 Paul Grunau RE: Terms of Employment Dear Paul:Personal and Confidential • December 23rd, 2019 • APi Group Corp • Construction - special trade contractors
As you know, J2 Acquisition Limited (“J2”) is entering into an agreement (the “Transaction Agreement”) to acquire all of the outstanding common stock of APi Group, Inc. (“APi”). At the closing of the transaction, APi will become a wholly-owned subsidiary of J2. On behalf of J2 and APi, we are pleased to confirm that your current employment with APi or one of its subsidiaries (your “Employer”) will continue following the completion of the transaction, subject to the terms and conditions set forth in this letter agreement (this “Agreement”).
