THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this Amendment), dated as of March 13, 2020, by and between GCP Applied Technologies Inc., a Delaware corporation (the Company), and Equiniti Trust Company, as rights agent (the Rights Agent), amends the Rights Agreement, dated as of March 15, 2019, between the Company and the Rights Agent (the Agreement). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.
WHEREAS, the Company and the Rights Agent have executed and entered into the Agreement;
WHEREAS, Section 27 of the Agreement provides, among other things, that the Company may, and the Rights Agent shall, from time to time supplement or amend the Agreement without the approval of any holders of Rights Certificates to make any provisions with respect to the Rights which the Company may deem necessary or desirable (provided, among other things, that, from and after such time as any Person becomes an Acquiring Person, certain conditions must be met);
WHEREAS, to the knowledge of the Company, no Person has become an Acquiring Person;
WHEREAS, the Board of Directors of the Company deems it is advisable and in the best interests of the Company and its stockholders to amend certain provisions of the Agreement as set forth herein;
WHEREAS, the Company has provided an Officers Certificate in compliance with the terms of Section 27 of the Agreement, attached hereto as Exhibit A; and
WHEREAS, pursuant to and in accordance with Section 27 of the Agreement, the Company desires to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and intending to be legally bound, there parties hereto amend the Agreement is hereby amended as follows:
(a) The references to 15% in Paragraph (a) of Section 1 of the Agreement are to be removed and replaced with 20%.
(b) The following is added as a new definition in Section 1 of the Agreement:
Stockholder Approval shall mean the approval of this Agreement, as may be amended from time to time, by the affirmative vote of a