AMENDMENT NO. 1 TO
SHAREHOLDER SUPPORT AGREEMENT
August 10, 2021
This Amendment No. 1 to Shareholder Support Agreement (this Amendment) is entered into, effective as of August 10, 2021, by and between Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the Company) and Altor Fund II GP Limited, a company duly incorporated and organized under the laws of Jersey, as general partner of Altor Fund II (No. 1) Limited Partnership, Altor Fund II (No. 2) Limited Partnership and Altor Fund II (No. 3) Limited Partnership and as investment manager to Altor Fund II (No. 4) Limited (Altor).
In connection with the foregoing, the Company and Altor wish to amend that certain Shareholder Support Agreement, dated as of March 3, 2016 (the Agreement), by and between the Company and Altor through this Amendment to remove the right of Altor to designate one nominee to the Companys board of directors and to make certain other changes to the Agreement with effect on and after the date hereof.
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Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.
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Amendments of the Agreement.
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The defined term Altor Nominee Termination Event under Article I of the Agreement, including any subsequent references thereto, is hereby amended and restated to Altor Voting Agreement Termination Event.
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The defined term Altor Observer Termination Event under Article I of the Agreement, is hereby amended and restated as follows:
Altor Observer Termination Event shall be deemed to occur if as of the earlier of (x) the end of any Business Day, the Altor Group Beneficially Owns, in the aggregate, less than 444,151 Shares and (y) the end of any Business Day on which an Altor Investor or any of its Representatives requests in writing that the Company withhold from the Altor Board Observer any Withheld Confidential Information pursuant to Section 2.4(d) hereof.
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The definition of Board under Article I of the Agreement, including any subsequent references thereto, is hereby amended and restated as follows:
Board means the Companys board of directors.
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The definition of Confidential Information under Article I of the Agreement, including any subsequent references thereto, is hereby amended and restated as follows:
Confidential Information means all information (irrespective of the form of communication, and irrespective of whether obtained prior to or after the date hereof) obtained by or on behalf of an Altor Investor or their respective Representatives from Ampco or its Representatives, the Beneficial Ownership of Shares, or through the rights granted pursuant hereto (including all information the Altor Board Observer (in his or her capacity as such) receives from the Company), other than information which (a) was or becomes generally available to the public other than as a result of a breach of this Agreement by an Altor Investor or any of their respective Representatives, (b) was or becomes available to an Altor Investor or any of their respective Representatives on a non-confidential basis from a source other than the Company or its Representatives, or any other Altor Investor or its Representatives, as the case may be, provided, that the source thereof is not known by such Altor Investor or such of their respective Representatives to be bound by an obligation of confidentiality, or (c) is independently developed by an Altor Investor or its Representatives without the use of any such information that would otherwise be Confidential Information hereunder. Subject to clauses (a)-(c) above, Confidential Information also includes all non-public information previously provided by