ESAB Corp Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • February 22nd, 2022 • ESAB Corp • General industrial machinery & equipment, nec • Delaware

This Indemnification Agreement (“Agreement”) is made as of [ ● ], 2022 by and between ESAB Corporation, a Delaware corporation (the “Company”), and [ ● ] (“Indemnitee”).

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 22nd, 2022 • ESAB Corp • General industrial machinery & equipment, nec • Delaware

This Change in Control Agreement (“Agreement”) is made and entered into effective as of March 5, 2021 (the “Effective Date”) by and between Colfax Corporation, a Delaware corporation (the “Company”), and Curtis Jewell (the “Employee”).

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ESAB Corporation Common Stock, par value $0.001 per share Underwriting Agreement
Underwriting Agreement • November 18th, 2022 • ESAB Corp • General industrial machinery & equipment, nec • New York

The stockholder named in Schedule II hereto (the “Selling Stockholder”) of ESAB Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 6,003,431 shares (the “Shares”) of Common Stock, par value $0.001 per share (“Stock”) of the Company.

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FORM OF CHANGE IN CONTROL AGREEMENT
Form of Change in Control Agreement • February 22nd, 2022 • ESAB Corp • General industrial machinery & equipment, nec • Delaware

This AGREEMENT (“Agreement”), dated as of _____, 20__, by and between ESAB CORPORATION, a Delaware corporation (the “Company”), and _____ (the “Employee”).

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FORM OF INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN COLFAX CORPORATION AND ESAB CORPORATION DATED AS OF [ • ]
Intellectual Property Matters Agreement • February 22nd, 2022 • ESAB Corp • General industrial machinery & equipment, nec • Delaware

This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of [ • ] (the “Effective Date”), by and between Colfax Corporation, a Delaware corporation (“Enovis”), and ESAB Corporation, a Delaware corporation (“ESAB”). “Party” or “Parties” means Enovis or ESAB, individually or collectively, as the case may be.

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CREDIT AGREEMENT dated as of April 4, 2022 among ESAB CORPORATION The Other Loan Parties Party Hereto The Lenders Party Hereto BANK OF AMERICA, N.A. as Administrative Agent JPMORGAN CHASE BANK, N.A., GOLDMAN SACHS BANK USA, CITIZENS BANK, N.A., BNP...
Credit Agreement • April 8th, 2022 • ESAB Corp • General industrial machinery & equipment, nec • New York

CREDIT AGREEMENT (this “Agreement”) dated as of April 4, 2022 among ESAB CORPORATION (the “Lead Borrower”), certain Subsidiaries of the Lead Borrower party hereto pursuant to Section 2.24 (each, a “Designated Subsidiary Borrower” and, together with the Lead Borrower, the “Borrowers” and each a “Borrower”), the other LOAN PARTIES from time to time party hereto, the LENDERS from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent.

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FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN COLFAX CORPORATION AND ESAB CORPORATION DATED AS OF [ • ]
Separation and Distribution Agreement • February 22nd, 2022 • ESAB Corp • General industrial machinery & equipment, nec • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of [ • ] (this “Agreement”), by and between Colfax Corporation, a Delaware corporation (“Enovis”), and ESAB Corporation, a Delaware corporation and wholly owned subsidiary of Enovis (“ESAB”). Enovis and ESAB are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN COLFAX CORPORATION AND ESAB CORPORATION DATED AS OF [●]
Transition Services Agreement • February 22nd, 2022 • ESAB Corp • General industrial machinery & equipment, nec • Delaware

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into effective as of [•] (the “Effective Date”), by and between Colfax Corporation, a Delaware corporation (“Enovis”), and ESAB Corporation, a Delaware corporation (“ESAB”). Enovis and ESAB are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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Shyam Kambeyanda 5th Floor Annapolis Junction, MD 20701 Re: Retention Agreement Dear Shyam:
Retention Agreement • February 22nd, 2022 • ESAB Corp • General industrial machinery & equipment, nec • Delaware

In light of the strategic decision Colfax Corporation (“Colfax”) has made to separate its ESAB and DJO businesses into two independent, publicly-traded companies (the “Transaction”), Colfax considers your continued services to be essential to protecting and enhancing the best interests of Colfax and its stockholders. For this reason Colfax would like to extend the following offer to you, in order to encourage your continued employment during the period prior to the completion of the Transaction. Except as otherwise provided in this Retention Agreement, your acceptance of this offer (the “Retention Agreement”) shall rescind and replace all prior and contemporaneous understandings, discussions, agreements, representations, and warranties, both written and oral, with respect to any retention payment or benefit; provided, however, that this Retention Agreement shall not supersede any other agreements between Colfax and you, and any employment letter, severance agreement, change in control

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ESAB CORPORATION REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 22nd, 2022 • ESAB Corp • General industrial machinery & equipment, nec • Delaware
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FORM OF EMPLOYEE MATTERS AGREEMENT by and between COLFAX CORPORATION and ESAB CORPORATION Dated as of , 2022
Employee Matters Agreement • February 22nd, 2022 • ESAB Corp • General industrial machinery & equipment, nec • Delaware

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of _____, 2022, is entered into by and between Colfax Corporation, a Delaware corporation (“Enovis”), and ESAB Corporation, a Delaware corporation and a wholly owned subsidiary of Enovis (“ESAB”). “Party” or “Parties” means Enovis or ESAB, individually or collectively, as the case may be. Capitalized terms used in this Agreement shall have the meanings set forth in Section 1.1.

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FORM OF EBS LICENSE AGREEMENT BY AND BETWEEN COLFAX CORPORATION AND ESAB CORPORATION DATED AS OF [ • ]
Ebs License Agreement • February 22nd, 2022 • ESAB Corp • General industrial machinery & equipment, nec • Delaware

This EBS LICENSE AGREEMENT (this “Agreement”), dated as of [•] (the “Effective Date”), by and between Colfax Corporation, a Delaware corporation (“Enovis”), and ESAB Corporation, a Delaware corporation (“ESAB”). “Party” or “Parties” means Enovis or ESAB, individually or collectively, as the case may be.

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 22nd, 2022 • ESAB Corp • General industrial machinery & equipment, nec • Delaware

This AGREEMENT (“Agreement”), dated as of October 30, 2020, by and between COLFAX CORPORATION, a Delaware corporation (the “Company”), and SHYAM KAMBEYANDA (the “Employee”).

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FORM OF TAX MATTERS AGREEMENT BY AND BETWEEN COLFAX CORPORATION AND ESAB CORPORATION DATED AS OF [ ● ]
Matters Agreement • February 22nd, 2022 • ESAB Corp • General industrial machinery & equipment, nec • Delaware

This Tax Matters Agreement (this “Agreement”) is entered into effective as of [ ● ], by and between Colfax Corporation, a Delaware corporation (“Colfax”), and ESAB Corporation, a Delaware corporation and a wholly owned subsidiary of Colfax (“ESAB”). Colfax and ESAB are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 of this Agreement.

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Kevin Johnson 5th Floor Annapolis Junction, MD 20701 Re: Amended and Restated Retention Agreement Dear Kevin:
ESAB Corp • February 22nd, 2022 • General industrial machinery & equipment, nec • Delaware

In light of the strategic decision announce by Colfax Corporation (“Colfax”) on March 4, 2021 to separate its ESAB business into a standalone publicly-traded company, whether by distribution of all or the majority of the ESAB business’ equity owned by the Company to the Company’s shareholders or otherwise (the “Transaction”), Colfax considers your continued services to be essential to protecting and enhancing the best interests of Colfax and its stockholders. For this reason Colfax would like to extend the following offer to you, in order to encourage your continued employment during the period prior to the completion of the Transaction. Except as otherwise provided in this Retention Agreement, your acceptance of this offer (the “Retention Agreement”) shall rescind and replace all prior and contemporaneous understandings, discussions, agreements, representations, and warranties, both written and oral, with respect to any retention payment or benefit, including the previous Retention Ag

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Olivier Biebuyck 5th Floor Annapolis Junction, MD 20701 Re: Amended and Restated Retention Agreement Dear Olivier:
ESAB Corp • February 22nd, 2022 • General industrial machinery & equipment, nec • Delaware

In light of the strategic decision announce by Colfax Corporation (“Colfax”) on March 4, 2021 to separate its ESAB business into a standalone publicly-traded company, whether by distribution of all or the majority of the ESAB business’ equity owned by the Company to the Company’s shareholders or otherwise (the “Transaction”), Colfax considers your continued services to be essential to protecting and enhancing the best interests of Colfax and its stockholders. For this reason Colfax would like to extend the following offer to you, in order to encourage your continued employment during the period prior to the completion of the Transaction. Except as otherwise provided in this Retention Agreement, your acceptance of this offer (the “Retention Agreement”) shall rescind and replace all prior and contemporaneous understandings, discussions, agreements, representations, and warranties, both written and oral, with respect to any retention payment or benefit, including the previous Retention Ag

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Curtis Jewell 5th Floor Annapolis Junction, MD 20701 Re: Amended and Restated Retention Agreement Dear Curtis:
ESAB Corp • February 22nd, 2022 • General industrial machinery & equipment, nec • Delaware

In light of the strategic decision announce by Colfax Corporation (“Colfax”) on March 4, 2021 to separate its ESAB business into a standalone publicly-traded company, whether by distribution of all or the majority of the ESAB business’ equity owned by the Company to the Company’s shareholders or otherwise (the “Transaction”), Colfax considers your continued services to be essential to protecting and enhancing the best interests of Colfax and its stockholders. For this reason Colfax would like to extend the following offer to you, in order to encourage your continued employment during the period prior to the completion of the Transaction. Except as otherwise provided in this Retention Agreement, your acceptance of this offer (the “Retention Agreement”) shall rescind and replace all prior and contemporaneous understandings, discussions, agreements, representations, and warranties, both written and oral, with respect to any retention payment or benefit, including the previous Retention Ag

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FORM OF STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT
S and Registration Rights Agreement • February 22nd, 2022 • ESAB Corp • General industrial machinery & equipment, nec • Delaware

This STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT, dated as of [ ● ], 2022 (this “Agreement”), is by and between ESAB Corporation, a Delaware corporation (“ESAB”), and Colfax Corporation (to be renamed Enovis Corporation), a Delaware corporation (“Enovis”).

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ESAB CORPORATION as Issuer THE GUARANTORS FROM TIME TO TIME PARTY HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee, Paying Agent, Registrar and Transfer Agent INDENTURE Dated as of April 9, 2024 6.25% SENIOR NOTES DUE 2029
ESAB Corp • April 9th, 2024 • General industrial machinery & equipment, nec • New York

INDENTURE dated as of April 9, 2024, between ESAB Corporation, a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), paying agent, registrar and transfer agent.

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Executive Retention Agreement - ESAB
ESAB Corp • February 22nd, 2022 • General industrial machinery & equipment, nec • Delaware

In light of the strategic decision Colfax Corporation (“Colfax”) has made to separate its ESAB and DJO businesses into two independent, publicly-traded companies (the “Transaction”), Colfax considers your continued services to be essential to protecting and enhancing the best interests of Colfax and its stockholders. For this reason Colfax would like to extend the following offer to you, in order to encourage your continued employment during the period prior to the completion of the Transaction. Except as otherwise provided in this Retention Agreement, your acceptance of this offer (the “Retention Agreement”) shall rescind and replace all prior and contemporaneous understandings, discussions, agreements, representations, and warranties, both written and oral, with respect to any retention payment or benefit; provided, however, that this Retention Agreement shall not supersede any other agreements between Colfax and you, and any employment letter, severance agreement, change in control

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Michele Campion 5th Floor Annapolis Junction, MD 20701 Re: Amended and Restated Retention Agreement Dear Michele:
ESAB Corp • March 7th, 2023 • General industrial machinery & equipment, nec • Delaware

In light of the strategic decision announce by Colfax Corporation ("Colfax") on March 4, 2021 to separate its ESAB business into a standalone publicly-traded company, whether by distribution of all or the majority of the ESAB business' equity owned by the Company to the Company's shareholders or otherwise (the "Transaction"), Colfax considers your continued services to be essential to protecting and enhancing the best interests of Colfax and its stockholders. For this reason Colfax would like to extend the following offer to you, in order to encourage your continued employment during the period prior to the completion of the Transaction. Except as otherwise provided in this Retention Agreement, your acceptance of this offer (the "Retention Agreement") shall rescind and replace all prior and contemporaneous understandings, discussions, agreements, representations, and warranties, both written and oral, with respect to any retention payment or benefit, including the previous Retention Ag

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Larry Coble 5th Floor Annapolis Junction, MD 20701 Re: Amended and Restated Retention Agreement Dear Larry:
ESAB Corp • February 22nd, 2022 • General industrial machinery & equipment, nec • Delaware

In light of the strategic decision announce by Colfax Corporation (“Colfax”) on March 4, 2021 to separate its ESAB business into a standalone publicly-traded company, whether by distribution of all or the majority of the ESAB business’ equity owned by the Company to the Company’s shareholders or otherwise (the “Transaction”), Colfax considers your continued services to be essential to protecting and enhancing the best interests of Colfax and its stockholders. For this reason Colfax would like to extend the following offer to you, in order to encourage your continued employment during the period prior to the completion of the Transaction. Except as otherwise provided in this Retention Agreement, your acceptance of this offer (the “Retention Agreement”) shall rescind and replace all prior and contemporaneous understandings, discussions, agreements, representations, and warranties, both written and oral, with respect to any retention payment or benefit, including the previous Retention Ag

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 22nd, 2022 • ESAB Corp • General industrial machinery & equipment, nec • Delaware

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 21st day of February, 2022, by and among ESAB Corporation, a Delaware corporation (the “Company”) and Shyam Kambeyanda, an individual (the “Executive”).

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