Exhibit 10.14


 


EXECUTION VERSION


PRIVILEGED & CONFIDENTIAL


 




Management
Agreement


 


This Management Agreement
(this "Agreement") is entered into as of 6 September 2017 between, on the one hand, BCPE Diamond US Holdco
Inc. and Diamond (BC) Netherlands Holding B.V. (together, the "Companies") and, on the other hand, Bain Capital
Private Equity, LP, a Delaware limited partnership (the "Manager").


 


RECITALS


 


WHEREAS, pursuant to
the purchase agreement dated as of 25 March 2017 (the "Purchase Agreement"), by and among Diamond (BC) B.V.
("the Purchaser"), pursuant to which the Purchaser and its subsidiaries (including the Companies) are acquiring
the Diversey Business (as defined in the Purchase Agreement) (the "Initial Transaction") on the terms and subject
to the conditions set forth in the Purchase Agreement;


 


WHEREAS, in connection
with the Initial Transaction and related transactions, the Manager has provided advice, analysis and assistance, and structuring
and support services including with respect to due diligence investigations and the structuring and negotiation of debt facilities
and other matters (the "Initial Transaction Services"); and


 


WHEREAS, the Companies
desire to retain the Manager to provide the services described herein to the Companies and Group Companies from time to time, and
the Manager is willing to provide such services on the terms set forth below.


 


WHEREAS, the Manager
has entered into certain advisory, financing and consultancy agreements with third party advisers in relation to rendering the
Initial Transaction Services ("Initial Transaction External Advice").


 


Agreement


 


NOW THEREFORE, in consideration
of the mutual agreements contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto, intending to be legally bound, agree as follows:


 


		1.	Services. During the Term, the Manager shall provide for the benefit of the Companies and
the other Group Companies such services, which may include advice and support in connection with the following, as mutually agreed
by the Manager and the Group Companies from time to time:



 


(a)            general
business consulting services and strategic development;


 


(b)            financial
performance, including preparation of projections, budgets and capital expenditure plans and monitoring thereof,


 






    


     


    

 


(c)           managerial
and operational advice in connection with day-to-day operations, including advice with respect to the development and implementation
of strategies for improving the operations and the monitoring thereof;


 


(d)           assessing
marketing, business development and other plans and strategies for any relevant entity, including monitoring of ongoing marketing
plans and strategies;


 


(e)           executive
recruitment services and other human resources-related services;


 


(f)            identification,
analysis and evaluation of the Initial Transaction or any Subsequent Transaction (each a "Transaction") opportunity;


 


(g)           active
negotiation with relevant seller(s) or buyer(s) of the terms and conditions of any Transaction;


 


(h)           active
negotiation and advice in connection with the negotiation and consummation of agreements, contracts, documents and instruments
necessary to provide the Group Companies with financing on terms and conditions satisfactory to the applicable Group Companies;


 


(i)            advising
on bids in any auction process;


 


(j)            recommending,
selecting, retaining, supervising and negotiating terms with suitable legal counsel, independent auditors, consultants, investment
bankers and other professional advisors on behalf of any of the Group Companies;


 


(k)           other
transaction specific services for the Group Companies upon which the board of directors of the Companies and the Manager agrees
from time to time, such as:


 


		(a)	identification, analysis and evaluation of future financing or refinancing, recapitalization, reorganization,
restructuring, offering of debt or equity securities, acquisition, disposition, merger, joint venture or other business combination,
capital transaction (including dividends or distributions and equity repurchases) transactions involving any of the Group Companies
or any of their direct or indirect subsidiaries (however structured);



 


		(b)	active negotiation with the relevant seller(s) or buyer(s) of the terms and conditions
and the closing of any such transactions;



 


		(c)	active negotiation of agreements, contracts, documents and instruments necessary to provide the
Group Companies with financing on terms and conditions satisfactory to the applicable Group Companies; and



 


		(d)	advice and assistance in the preparation of financial projections relation to items (a) to
(c) above.



 






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For the avoidance of
doubt, the Manager shall not be responsible for providing legal services and/or legal advice under this Agreement.


 


The Manager shall devote
to the performance of the services contemplated hereby such time and effort of its partners, members, managers, employees and agents
as the Manager reasonably deems sufficient to provide the services hereunder; provided, however, that no particular personnel
and no specified number of hours will be required to be devoted by the Manager on a weekly, monthly, annual or other basis. The
fees and other compensation specified in this Agreement shall be payable by the Group Companies regardless of the extent of services
requested by the Group Companies and regardless of whether the Group Companies request the Manager to provide any services. Each
Group Company acknowledges that the Manager's services are not exclusive to the Group Companies (or any of them) and that the Manager
may render similar services to other Persons. The Group Companies and the Manager understand that any of the Group Companies may,
at times, engage one or more investment bankers, financial advisers or other Persons to provide services in addition to, but not
in lieu of, services provided by the Manager under this Agreement. In providing services to the Group Companies, the Manager will
act as an independent contractor, and it is expressly understood and agreed that this Agreement is not intended to create, and
does not create, any partnership, agency, joint venture or similar relationship, and that no party hereto has the right or ability
to contract for or on behalf of any other party hereto or to effect any transaction for the account of any other party hereto.


 


The services provided
by the Manager hereunder may include advice and recommendations regarding potential future events and there can be no guarantee
that such future events will occur as anticipated or at all. The Group Companies will be responsible for determining the manner
in which such advice and recommendations will be used. The Manager will not have any responsibility for implementing any advice
or recommendations provided under this Agreement and will not perform any management functions or make management decisions with
respect to any such advice or recommendations. Without limiting the generality of the foregoing, if the Manager is requested by
any Group Company or any of its representatives to represent the interests of any Group Company in discussions and other interactions
with third parties, the Manager shall be acting at the instruction of and on behalf of such Group Company and will not be deemed
to be acting in the Manager's personal capacity.


 


		2.	Payment of Fees.



 


(a)            For
the avoidance of doubt, there shall be no transaction fee payable by any Group Company to the Manager in relation to the Initial
Transaction Services but any Reimbursable Expenses incurred by the Manager in relation to the Transaction shall be reimbursable
pursuant to Section 4(a).


 


(b)            During
the Term, the Companies shall pay upon receipt of an invoice to the Manager (or such affiliate(s) of the Manager as the Manager
may designate from time to time) an aggregate, non-refundable annual retainer fee (the "Periodic Fee") of $7,500,000
for ongoing services provided by the Manager under this Agreement, which fee shall be paid by the Companies in quarterly installments
in advance on or before the start of each calendar quarter; provided, however, that, for the period from the date hereof
through the calendar quarter ending 30 September 2017, the Companies shall pay the installment of the Periodic Fee due for
that calendar quarter on the date of this Agreement in an amount that is pro-rated based on the number of days in that period relative
to the total number of days in the quarter.


 






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(c)           If
any Group Company acquires, directly or indirectly, greater than 50% of a corporation, partnership, limited liability company,
business trust, division or other business (or the assets of a business) in any transaction or series of related transactions
(whether such transaction(s) are structured as a merger, purchase or sale of stock or other equity interest, purchase or
sale or other disposition of assets, recapitalization, refinancing, exchange, reorganization, consolidation, tender offer, public
or private offering or otherwise) during the Term (each, an "Add-On Acquisition") and the Group's Consolidated
EBITDA after giving effect to such Add-On Acquisition exceeds the Baseline EBITDA, then the aggregate Periodic Fee shall automatically
be adjusted upon the consummation of such Add-On Acquisition to equal (i) the Group's Consolidated EBITDA after giving effect
to such Add-On Acquisition, multiplied by (ii) the Payment Percentage.


 


(d)           Notwithstanding
the provisions of Section 2(b) or 2(c), if any Group Company's board of directors determines in good faith that making
a payment of any portion of the Periodic Fee would jeopardize any Group Company's ability to continue as a going concern (including
by virtue of any legal, contractual or other similar restrictions prohibiting such payment), then the non-payment of such portion
shall not constitute a default under this Agreement and such portion instead shall be paid to the Manager at the earliest such
time that such Group Company's board of directors determines in good faith that making such payment no longer jeopardizes such
Group Company's ability to continue as a going concern (including by virtue of such payment being no longer prohibited); provided,
that each Group Company agrees to use reasonable best efforts to satisfy all conditions necessary to (i) prevent any such
payment restrictions from arising and (ii) eliminate as promptly as practicable any such payment restrictions that do arise,
with the understanding that no Group Company shall be required to take any action, or omit to take any action, that such Group
Company's board of directors determines in good faith would jeopardize its ability to continue as a going concern.


 


(e)           During
the Term, the Manager may advise Group Companies in connection with Subsequent Transactions. The Companies will pay to the Manager
(or such affiliate(s) of the Manager as the Manager may designate from time to time) an aggregate fee (each a "Subsequent
Transaction Fee") in connection with each Subsequent Transaction in an amount equal to one percent (1%) of the gross transaction
value of such Subsequent Transaction. In the case of Subsequent Transactions involving debt financing, the Subsequent Transaction
Fees will be determined based on the gross amount of financing committed or otherwise available to the Group Companies as of the
closing of such Subsequent Transaction (prior to any reduction for original issue discount, fees, expenses, restrictions on amounts
to be drawn at closing, mandatory pre-payments or other similar reductions), regardless of whether or not such financing is actually
drawn or funded at or following such closing. With respect to the advice and related services provided by the Manager that give
rise to a Subsequent Transaction Fee, the Group Companies will, in consultation with the Manager, use their reasonable best efforts
to allocate Subsequent Transaction Fees between the Pre-LOI Period and the Post-LOI Period pro rata based on the number of hours
spent advising the Group Companies during each of the Pre-LOI Period and Post-LOI Period with respect to the relevant Subsequent
Transaction. The Subsequent Transaction Fee for any Subsequent Transaction will be due and payable at the closing of the relevant
transaction.


 






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(f)            In
the case of an Initial Public Offering, the Companies shall pay to the Manager (or such affiliate(s) of the Manager as the
Manager may designate) upon the closing of such Initial Public Offering, in addition to the fees payable above, a lump sum amount
equal to the product of (i) the aggregate annual Periodic Fee in the amount then applicable multiplied by (ii) five.


 


(g)           The
Manager acknowledges that the Companies may assign to or be reimbursed by any other Group Company (or cause such other Group Company
to pay to the Manager) such proportion of the fee as relates to the benefit provided to such Group Company by the provision of
services during the applicable period.


 


(h)           Each
payment made pursuant to this Section 2 will be paid by wire transfer of immediately available federal funds to the account
specified on Schedule 1 hereto, or to such other account(s) as the Manager may specify to the Companies in writing
prior to such payment. In addition, prior to the payment of any Subsequent Transaction Fee pursuant to Section 2(e) hereof,
the Manager shall invoice or otherwise inform the Companies (including by e-mail) of the amount due and, if requested and where
applicable, the applicable services performed. The Manager may, in its sole discretion, elect to waive payment of all or any portion
of any fees or other amounts due under this Section 2. No waiver of any payment on any one occasion will extend to, effect,
or be construed as, a waiver of any future payment. The Manager's right to receive any installment payments pursuant to this Agreement
shall be treated as a right to receive a series of separate and distinct payments.


 


		3.	Term.



 


(a)           The
term of this Agreement will commence on the date of this Agreement and continue in full force and effect until the earliest to
occur of (i) written notification by the Manager to the Companies of the Manager's decision to terminate this Agreement, (ii) the
closing of an Initial Public Offering, (iii) the occurrence of a Change of Control, and (iv) the delivery of written
notice of termination of this Agreement by any non-breaching party if the Manager or any Group Company is in material breach of
this Agreement and such material breach is not cured within 30 days after such written notice is given (the period commencing on
the date of this Agreement and ending on any such event of termination being referred to herein as the "Term").


 


(b)           Upon
any termination of this Agreement, (i) this Section 3(b) and each of Sections 4 through 14 inclusive (whether relating
to services rendered during or after the Term) will survive such termination to the maximum extent permitted under applicable
law; (ii) any and all unpaid obligations of the Group Companies under this Agreement shall be paid not later than five business
days following such termination; and (iii) all obligations of the Manager under this Agreement will terminate and any subsequent
services rendered by the Manager to the Group Companies will be separately compensated.


 






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		4.	Expenses; Indemnification.



 


(a)           Expenses.
The Companies shall pay upon presentment of an invoice all Reimbursable Expenses to the Manager (or such affiliate(s) of the
Manager as the Manager may designate from time to time). As used herein, "Reimbursable Expenses" means all (i) expenses
incurred or accrued by the Manager or its affiliates in connection with this Agreement, the Purchase Agreement, the Initial Transaction
or any related transactions, including, any costs in respect of the Initial Transaction External Advice, the out-of-pocket expenses
and the fees and charges of any consultants or advisors, appraisal or valuation firms, information or exchange agents, or other
Persons retained by the Manager or any of its affiliates in connection with such transactions, (ii) reasonable out-of-pocket
expenses incurred from and after the Closing Date relating to any of the Bain Capital Funds' investment in, the operations of,
or the services provided by the Manager to, the Group Companies from time to time, (iii) reasonable out-of-pocket legal expenses
incurred by the Manager, any of its affiliates or any of the Bain Capital Funds from and after the date of this Agreement in connection
with the enforcement of rights or taking of actions under this Agreement, under the certificate of incorporation and bylaws (or
equivalent documentation) of any of the Group Companies, or under any subscription agreements, stockholders or investor rights
agreements, registration rights agreements, voting agreements or other agreements entered into with any of the Group Companies
in connection with direct or indirect investments by the Bain Capital Funds or their affiliates in, or financing by any of them
of, any of the Group Companies (subject to any applicable limitations on expense reimbursement rights expressly set forth in such
agreements), and (iv) reasonable expenses incurred from and after the Closing Date by the Manager or its affiliates that the
Manager, in its sole discretion, deems properly allocable to the Group Companies.


 


(b)           Indemnification.
The Group Companies hereby jointly and severally indemnify and agree to exonerate and hold the Manager, each Bain Capital Fund
and each of their respective Related Persons (the Manager, each Bain Capital Fund and each such Related Person, an "Indemnitee")
free and harmless on a net after-tax basis from and against any and all actions, causes of action, suits, claims, counterclaims,
judgments, awards, settlements, penalties, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees
and expenses) incurred by any Indemnitee before, on or after the date of this Agreement (collectively, the "Indemnified
Liabilities"), as a result of, arising out of, or in any way relating to, (i) this Agreement, the Purchase Agreement,
the Initial Transaction, any transaction to which any of the Group Companies or any of their respective affiliates is a party,
or any other circumstances with respect to any of the Group Companies or any of their respective affiliates or (ii) operations
of, or services provided by the Manager to, any of the Group Companies or any of their respective direct or indirect subsidiaries
from time to time (including any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any of the
Group Companies, or any of their accountants or other representatives, agents or affiliates). If and to the extent that the foregoing
undertaking is found by a court of competent jurisdiction to be illegal, unenforceable or otherwise unavailable for any reason,
the Group Companies shall, jointly and severally, contribute to the payment and satisfaction of any and all Indemnified Liabilities
to the maximum extent permissible under applicable law. The rights of any Indemnitee to indemnification hereunder will be in addition
to any other rights any such Indemnitee has under any other agreement or instrument to which such Indemnitee is or becomes a party
or of which such Indemnitee is or otherwise becomes a beneficiary (whether by operation of law, by contract or otherwise). Notwithstanding
the foregoing or any other provisions hereof, the rights of the Indemnitees (other than the Manager) hereunder may be exercised
and enforced on their behalf exclusively by the Manager and not by such other Indemnitees.


 






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(c)            Indemnification
Priority. Each Group Company hereby acknowledges that the rights to indemnification, advancement of expenses and/or insurance
provided pursuant to this Section 4 may also be provided to certain Indemnitees by the Manager, certain of the Bain Capital
Funds and/or certain of their respective affiliates (other than the Group Companies) (the Manager and such other Persons, "Affiliate
Indemnitors") and/or by insurers providing insurance coverage to the Affiliated Indemnitors.
Each Group Company hereby agrees that, as between the Group Companies, on the one hand, and the Affiliate Indemnitors and their
insurers, on the other, (i) the Group Companies are the indemnitors of first resort with respect to all indemnifiable claims
against such Indemnitees, whether arising under this Agreement or otherwise (i.e., the Group Companies' obligations to such Indemnitees
are primary and any obligation of any of the Affiliate Indemnitors to advance expenses or to provide indemnification for the same
expenses or liabilities incurred by such Indemnitees are secondary), (ii) the Group Companies shall be required to advance
the full amount of expenses incurred by such Indemnitees and shall be liable for the full amount of all expenses, judgments, penalties,
fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement (or any other
agreement between any of the Group Companies and such Indemnitee), without regard to any rights such Indemnitee may have against
any of the Affiliate Indemnitors or any of their insurers and (iii) each Group Company hereby knowingly, intentionally and
irrevocably waives, relinquishes and forever releases the Affiliate Indemnitors from any and all, and covenants not to sue any
of the Affiliate Indemnitors in respect of any, claims for contribution, subrogation or any other right or theory, recovery of
any kind against the Affiliate Indemnitors in respect thereof. The Group Companies, jointly and severally, shall indemnify the
Affiliate Indemnitors directly against any and all amounts that the Affiliate Indemnitors pay as indemnification or advancement
on behalf of any such Indemnitee and for which such Indemnitee may be entitled to indemnification from any of the Group Companies
in connection with serving as a director, manager, member, partner or officer (or equivalent positions, including in non-U.S. jurisdictions)
of any of the Group Companies. Each Group Company further agrees that no advancement or payment by any of the Affiliate Indemnitors
on behalf of any such Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from any of the
Group Companies shall affect the foregoing rights and obligations, and the Affiliate Indemnitors shall be subrogated to the extent
of such advancement or payment to all of the rights of recovery of such Indemnitee against any of the Group Companies, and the
Group Companies shall cooperate with any Indemnitee pursuing such rights.


 


		5.	Disclaimer and Limitation of Liability; Opportunities.



 


(a)            Disclaimer.
The Manager does not make any representations or warranties, express or implied, in respect of any services provided by the Manager
hereunder, including the Initial Transaction Services, other than as required by applicable law.


 






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(b)           Limitation
of Liability. With respect to this Agreement and any services provided hereunder including the Initial Transaction Services,
the Manager will have no duty or obligation (legal, contractual or otherwise) to any Person except to the extent of its express
contractual obligations to the Group Companies in this Agreement, and, with respect to those obligations, in no event will the
Manager be liable to any of the Group Companies for (i) any act or alleged act, or any omission or alleged omission, that
does not constitute willful misconduct by the Manager, as determined in a final, non-appealable judgment by a court of competent
jurisdiction, (ii) any indirect, special, punitive, incidental, exemplary, expectancy or consequential damages, including
lost profits, lost revenues, loss of opportunity or business interruption, whether or not such damages are foreseeable, or (iii) any
third party claims (whether based in statute, contract, tort or otherwise). Additionally, in no event shall the aggregate liability
of the Manager with respect to this Agreement and any services provided hereunder including the Initial Transaction Services exceed
the fees received by the Manager pursuant to Section 2 of this Agreement. Aside from the Manager (whose liability, for the
avoidance of doubt, will be subject to and governed by the preceding provisions of this Section 5(b)), no Indemnitee will
have any liability whatsoever to any of the Group Companies for any actions, causes of action, suits, claims, counterclaims, judgments,
awards, settlements, penalties, liabilities, damages, losses, costs or expenses of any kind whatsoever in any way arising out of
or relating to this Agreement or any services provided hereunder including the Initial Transaction Services .


 


(c)            Freedom
to Pursue Opportunities, Etc. In recognition that the Manager and other Indemnitees have (and will continue to have) access
to information about the Group Companies that will enhance such Indemnitees' knowledge and understanding of the business of the
Group Companies and the industries in which they operate, and have (and in the future will have or will consider) investments
in numerous companies with respect to which the Manager or other Indemnitees may serve as an advisor, a director, manager, member,
partner or in some other capacity (including in non-U.S. jurisdictions), and in recognition that the Manager and the other Indemnitees
have myriad duties to various investors, partners and other Persons (which duties may change from time to time), and in anticipation
that the Group Companies, on the one hand, and the Manager, the other Indemnitees and their respective affiliates, associated
investment funds, portfolio companies and clients, on the other hand, may engage in the same or similar activities or lines of
business or industries or markets and have an interest in the same or similar corporate opportunities, and in recognition of the
benefits to be derived by the Group Companies hereunder and the difficulties that may confront any advisor who desires and endeavors
to fully satisfy such advisor's duties in determining the full scope of such duties in any particular situation, the provisions
of this Section 5(c) are set forth to regulate, define and guide the conduct of certain affairs relating to or affecting
the Group Companies as they may involve the Manager as a knowing, intentional and voluntarily entered into arrangement to appropriately
and reasonably address such difficulties in order to procure for the Group Companies the Manager's services hereunder. Accordingly,
except as the Manager may otherwise agree in writing after the date of this Agreement, each of the Group Companies hereby agrees
that:


 


(i)            the
Manager and the other Indemnitees will have the right: (A) to directly or indirectly engage in any business (including any
business activities or lines of business that are the same as or similar to those pursued by, or competitive with or ancillary
or related to, the Group Companies) or invest, own or deal in securities of, or finance, control or advise any other Person so
engaged in any business, (B) to directly or indirectly do business with any client, supplier, counterparty, advisor, consultant,
customer or other business relation of any of the Group Companies, (C) to disclose the terms of this Agreement or information
about the Group Companies to any Bain Capital Fund or any affiliate, partner, investor, co-investor, officer, director, manager,
member, employee or advisor of any Bain Capital Fund, and (D) to take any action that the Manager or any of the other Indemnitees
believes in good faith is necessary to or desirable to fulfill their duties and obligations, as referenced in the first sentence
of this Section 5(c), and (E) not to present potential transactions, investments, matters or business opportunities to
the Group Companies or any of their respective affiliates, and to pursue, directly or indirectly, any such opportunity exclusively
for their own account, or to direct any such opportunity to any other Person;


 






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(ii)             the
Manager and the other Indemnitees will have no duty (legal, contractual or otherwise) to communicate or present any corporate opportunities
to the Group Companies or any of their respective affiliates or to refrain from any actions specified in Section 5(c)(i) hereof,
and each of the Group Companies, on their own behalf and on behalf of their respective current and future affiliates, hereby renounces
and waives any right to require the Manager or any of the other Indemnitees to act in a manner inconsistent with the provisions
of this Section 5(c);


 


(iii)            the
Manager and the other Indemnitees will not be liable to any of the Group Companies or any of their respective affiliates for breach
of any duty (legal, contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 5(c) or
of any such Indemnitee's participation therein; and


 


(iv)           there
is no restriction on any Indemnitee's using such knowledge and understanding in making investment, financing, voting, monitoring,
control, governance, commercial or other decisions in relation to other Persons, transactions, opportunities and/or securities.


 


		6.	Assignment, etc. The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that,
except as provided in the next sentence, no party hereto has the right to assign any of its rights or obligations under this Agreement
without the prior written consent of each of the other parties. Notwithstanding the foregoing, (a) the Manager may assign
all or part of its rights and obligations hereunder to any affiliate of the Manager that provides services similar to those called
for by this Agreement, in which event the Manager will be released of all of its liabilities and obligations hereunder; and (b) in
the event of a merger, reorganization, sale of substantially all the assets, Change of Control or similar transaction affecting
any Group Company, the parties to such transaction shall make proper provisions such that the successor to such Group Company succeeds
to all of the liabilities and obligations of such Group Company hereunder.



 


		7.	Amendments and Waivers. No amendment or waiver of any term, provision or condition of this
Agreement will be effective, unless in writing and signed, in the case of an amendment, by the Manager and the Company or, in the
case of a waiver, by the party against whom such waiver is intended to be effective. No waiver on any one occasion will extend
to, effect, or be construed as, a waiver of any right or remedy on any future occasion. No course of dealing of any Person nor
any delay or omission in exercising any right or remedy will constitute an amendment of this Agreement or a waiver of any right
or remedy of any party hereto.



 






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		8.	Governing Law; Jurisdiction.



 


(a)           Choice
of Law. This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without giving effect to any choice or conflict of laws provision or rule that
would require the application of the laws of any other jurisdiction.


 


(b)           Consent
to Jurisdiction. Each of the parties hereto agrees that all actions, suits or proceedings arising out of, based upon or relating
to this Agreement or the subject matter hereof will be brought and maintained exclusively in the federal and state courts of the
State of New York, City of New York, County of New York. Each of the parties hereto by execution hereof (i) hereby irrevocably
submits to the jurisdiction of the federal and state courts in the State of New York, City of New York, County of New York for
the purpose of any action, suit or proceeding arising out of or based upon this Agreement or the subject matter hereof, (ii) hereby
waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise,
in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts,
that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from
attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts,
that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds
of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be
stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts,
or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts and (iii) hereby
agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding
or investigation arising out of or based upon this Agreement or relating to the subject matter hereof other than before one of
the above-named courts. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation
in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation
is being heard will be deemed to be included in clause (i) above. Each of the parties hereto hereby consents to service of
process in any such suit, action or proceeding in any manner permitted by the laws of the State of New York, agrees that service
of process by registered or certified mail, return receipt requested, at the address specified in or pursuant to Section 11
hereof is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a defense or otherwise,
in any such action, suit or proceeding any claim that service of process made in accordance with Section 11 hereof does not
constitute good and sufficient service of process. The provisions of this Section 8 will not restrict the ability of any
party to enforce in any court any judgment obtained in a court included (or desired to be included) in clause (i) above.


 






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(c)            Waiver
of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED,
EACH OF THE PARTIES HERETO HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT, OR OTHERWISE),
ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, CAUSE OF ACTION, ACTION, SUIT OR PROCEEDING ARISING
OUT OF, BASED UPON OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING AND WHETHER IN CONTRACT OR TORT OR OTHERWISE. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY EACH
OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 8(C) CONSTITUTE A MATERIAL INDUCEMENT UPON WHICH SUCH PARTY IS RELYING
AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY OF THE PARTIES HERETO MAY FILE
AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH OF THE PARTIES
HERETO TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.


 


		9.	No Third Party Beneficiaries. The terms and provisions of this Agreement are intended solely
for the benefit of each party hereto and its respective successors and permitted assigns, and it is not the intention of the parties
to confer, and, except for Indemnitees and Affiliate Indemnitors and their respective successors (but subject to the exclusive
right of the Manager to exercise and enforce the rights of the same), no provision hereof shall confer, third party beneficiary
rights upon any other Person.



 


		10.	Entire Agreement. This Agreement contains the entire understanding of the parties with respect
to the subject matter hereof and supersedes any prior communication or agreement with respect thereto.



 


		11.	Notice. All notices, demands, and communications required or permitted under this Agreement
will be in writing and will be effective if served upon such other party as specified below to the address set forth for it below
(or to such other address as such party will have specified by notice in accordance with this Section 11 to each other party)
if (i) delivered personally, (ii) sent by certified or registered mail or by Federal Express, DHL, UPS or any other comparably
reputable overnight courier service, postage prepaid, or (iii) sent by email (ii), in each case, to the appropriate address
specified below.



 


If to any of the Group Companies:


 


C/o


Diversey, Inc.


2415 Cascade Pointe Boulevard


Charlotte, North Carolina


28208,  USA,


Attention: Chief Financial Officer


 






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If to the Manager:


 


Bain Capital Private Equity, LP


200 Clarendon Street


Boston, MA 02116


	 	Attention:	Jay Corrigan, Chief Financial Officer
	 	Email:	jcorrigan@baincapital.com


 


with a copy to:


 


Kirkland & Ellis LLP


200
Clarendon Street


20th Floor


Boston, MA 02116


	 	Attention:	Neal Reenan
	 	Email:	neal.reenan@kirkland.com


 


Unless otherwise specified
herein, such notices or other communications will be deemed effective, (a) on the date received, if personally delivered or
sent by email between 9 am and 5 pm in the place of receipt, (b) on the business day after being received if sent by email
other than between 9 am and 5 pm in the place of receipt, (c) one business day after being sent by Federal Express, DHL or
UPS or other comparably reputable overnight delivery service or (d) five business days after being sent by registered or certified
mail. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the
other parties hereto.


 


		12.	Severability. In the event that any provision of this Agreement or the application thereof
becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement
will continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted
reasonably to effect the intent of the parties hereto. The parties further agree to replace such illegal, void or unenforceable
provision of this Agreement with a valid and enforceable provision that will achieve, to the greatest extent possible, the purpose(s) of
such illegal, void or unenforceable provision.



 


		13.	Joint and Several Liability, Etc. Each agreement and other obligation of any Group Company
hereunder shall be a joint and several obligation of all the Group Companies (including any future Group Company), regardless of
whether such agreement or other obligation expressly provides for such joint and several liability. The Company shall cause any
Group Company not already party to this Agreement and any Person that becomes a Group Company in the future to sign a counterpart
signature page to this Agreement in furtherance of such joint and severally liability. Any payment obligation of the Company
under this Agreement will be deemed satisfied by payment of the requisite amount(s) by any other Group Companies.



 


		14.	Withholding. All amounts payable hereunder shall be paid free and clear of any withholding
or deduction, except to the extent required by law in which event the relevant payor shall pay such additional amount as shall
be required to ensure that the net amount received and retained by the Manager or the relevant Bain Capital Fund or affiliate (as
applicable) will equal the full amount which would have been received and retained had no such deduction or withholding been required.



 






    11 


     


    

 


		15.	Miscellaneous



 


(a)           Counterparts.
This Agreement may be executed in any number of counterparts (including by means of telecopied signature pages or signature
pages in ".pdf", ".tif" or similar format sent as an attachment to an electronic mail message) and/or
by each of the parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all
of which together will constitute one and the same agreement.


 


(b)           Interpretation.
The headings contained in this Agreement are for convenience of reference only and will not in any way affect the meaning or interpretation
hereof. As used herein the word "including" shall be deemed to mean "including without limitation". This Agreement
reflects the mutual intent of the parties and no rule of construction against the drafting party shall apply.


 


(c)           Definitions.
As used in this Agreement, the following terms will have the meanings given below:


 


"Bain Capital
Fund" means the Investing Funds and any other investment fund or investment vehicle that directly or indirectly controls,
is controlled by or is under common control with any Investing Fund or that has the same general partner or primary investment
advisor as any Investing Fund (or a general partner or primary investment advisor that controls, is controlled by or is under common
control with the general partner or primary investment advisor of any Investing Fund).


 


"Baseline EBITDA"
means $369,000,000 (the "Initial Baseline EBITDA"); provided, however, that in the event any Add-On
Acquisition results in an adjustment to the Periodic Fee pursuant to Section 2(b), the Baseline EBITDA after the consummation
of such Add-On Acquisition shall be adjusted to equal the Group Company's Consolidated EBITDA immediately after giving effect to
such Add-On Acquisition.


 


"business day"
means any day other than a Saturday or a Sunday or a weekday on which banks in New York City are authorized or required to be closed.


 


"Change of Control"
means (i) any transaction or series of related transactions in which the Bain Capital Funds, the Manager and their respective
affiliates dispose of or sell (whether by merger, sale of securities, recapitalization or reorganization) more than 50% of the
total voting power or economic interest in the Company to one or more independent third parties; provided that such transaction
shall constitute a Change of Control only if it results in the Bain Capital Funds, the Manager and their respective affiliates
ceasing to have the power (whether by ownership of voting securities, contractual right or otherwise) collectively to elect a majority
of the board of directors of the Company, or (ii) a sale or disposition of all or substantially all of the assets of the Group
Companies on a consolidated basis other than to an entity with respect to which, following such sale or other disposition, at least
50% of the combined voting power of the then outstanding voting securities of such entity is then beneficially owned, directly
or indirectly, by the Bain Capital Funds, the Manager and their respective affiliates.


 






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"Closing Date"
means the effective date of the Initial Transaction.


 


"Consolidated
EBITDA" shall have the meaning set forth in that certain credit agreement dated on or about the date hereof between, amongst
others, Diamond (BC) B.V. (as borrower) and Credit Suisse AG, Cayman Islands Branch (as the administrative agent, the collateral
agent, a letter of credit issuer and a lender), or if no such agreement is in effect, "Consolidated EBITDA" shall be
reasonably determined by the board of directors of the Company.


 


"Group Company"
means Constellation (BC) S.à.r.l., a société à responsabilité limitée incorporated
and existing under the laws of the Grand Duchy of Luxembourg (and the indirect parent of the Companies), together with any of its
direct or indirect subsidiaries and any Person that becomes one of its direct or indirect subsidiaries from time to time.


 


"Initial Public
Offering" means the initial public offering and sale of common stock of any Group Company or any direct or indirect subsidiary
thereof for cash pursuant to an effective registration statement under the Securities Act of 1933, as in effect from time to time,
registered on Form S-1 (or any successor form under the Securities Act of 1933, as in effect from time to time).


 


"Investing Fund"
means each of Bain Capital Fund XI, L.P. and Bain Capital Europe Fund IV, L.P.


 


"Payment Percentage"
means a percentage equal to (i) the Periodic Fee Amount divided by (ii) the Initial Baseline EBITDA.


 


"Person"
means any individual or corporation, association, partnership, limited liability company, joint venture, joint stock or other company,
business trust, trust, organization, or other entity of any kind.


 


"Pre-LOI Period"
means, in relation to a particular transaction giving rise to the payment of a Subsequent Transaction Fee, the period of time ending
the day prior to the earlier of (i) the date that a letter of intent or similar document is signed with respect to the transaction
and (ii) the date that the board of directors (or similar governing body) of the relevant Group Company approves the Subsequent
Transaction.


 


"Post-LOI Period"
means the period of time commencing the day after the Pre-LOI Period ends.


 






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"Related Person"
means, with respect to the Manager or any Bain Capital Fund, any former, current or future (direct or indirect) director, officer,
employee, agent, advisor, general or limited partner, manager, management company, member, stockholder, affiliate, associated investment
fund, fiduciary, controlling person, representative or assignee of such Person or any former, current or future (direct or indirect)
director, officer, employee, agent, advisor, general or limited partner, manager, management company, member, stockholder, affiliate,
associated investment fund, fiduciary, controlling person, representative or assignee of any of the foregoing, excluding in each
case (i) the Group Companies and their respective direct and indirect subsidiaries and (ii) any Person that would otherwise
qualify as a Related Person solely by reason of its affiliation or service relationship with any of the Group Companies or any
of their respective direct or indirect subsidiaries.


 


"Subsequent Transaction"
means any financing or refinancing, recapitalization, reorganization, restructuring, offering of debt or equity securities, acquisition,
disposition, merger, joint venture or other business combination or Change of Control transaction involving any of the Group Companies
(including any Add-On Acquisition).


 


[The remainder of this page is intentionally
left blank. Signatures immediately follow.]


 






    14 


     


    

 


IN WITNESS WHEREOF,
each of the parties has caused this Agreement to be executed on its behalf as an instrument under seal as of the date first written
above by its duly authorized officer or representative.


 


	 	DIAMOND (BC) NETHERLANDS HOLDING B.V
	 	 
	 	 
	 	/s/ Terry Coelho
	 	Name:	Terry Coelho
	 	Title:	Authorised Signatory
	 	 
	 	 
	 	BCPE DIAMOND US HOLDCO INC
	 	 
	 	/s/ Terry Coelho
	 	Name:	Terry Coelho
	 	Title:	Authorised Signatory


 


Signature Page
to Management Agreement


 






    


     


    

 


	 	BAIN CAPITAL PRIVATE EQUITY, LP
	 	 	 
	 	 	 
	 	By:	/s/ Peter Saldarriaga
	 	Name:	Peter Saldarriaga
	 	Title:	Authorised Signatory


 


Signature
Page to Management Agreement


 






    


     


    

 


Schedule 1 to


Management Agreement


 


Wire Transfer Instructions for


Bain Capital Private Equity, LP


On file with the Companies.