AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT
This AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT (this Amendment) is made as of July 12, 2021, by and among PQ Group Holdings, Inc., a Delaware corporation (Parent) and Sparta Aggregator L.P., a Cayman Islands exempted limited partnership (Purchaser), and amends that certain Stock Purchase Agreement, dated as of February 28, 2021, by and among Parent and Purchaser, as amended by that certain Amendment No. 1, dated as of June 24, 2021, by and among Parent and Purchaser (as amended, the Original Agreement and the Original Agreement as amended by this Amendment No. 2, the Purchase Agreement). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement.
WHEREAS, the Original Agreement contemplated that the Pre-Closing Restructuring would be consummated in accordance with Exhibit A (Purchaser Structure and Restructuring Steps) to the Original Agreement (the Original Restructuring Steps);
WHEREAS, the parties to the Original Agreement desire to supplement and amend certain steps of the Original Restructuring Steps in accordance with Exhibit A to this Amendment (with those steps marked in Exhibit A as Buyer-Requested Changes being the Buyer Alternative Steps);
WHEREAS, the parties to the Original Agreement accordingly desire to amend the Original Agreement as provided herein; and
WHEREAS, the parties hereto constitute all of the parties required to amend the Original Agreement in accordance with Section 11.9 thereof as provided herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows.
(a) The parties hereto agree that Parent and Purchaser shall, subject only to the satisfaction or waiver of the conditions set forth in Article IX of the Original Agreement, cause the Closing to occur on August 2, 2021, which Closing shall be deemed effective as of 12:01 a.m. New York City time, on August 1, 2021; provided that, if the conditions set forth in Article IX of the Original Agreement are not satisfied or waived as of such date, then Parent and Purchaser shall cause the Closing to occur as promptly as practicable in accordance with Section 2.3(a) of the Original Agreement.
(b) Amendments. The Original Agreement is hereby amended, effective immediately upon the execution of this Amendment, as follows:
|1. || |
Part 1 of Exhibit A attached to the Original Agreement shall be amended and restated in its entirety as set forth in Part 1 of Exhibit A to this Amendment.
|2. || |
Schedule I / Schedule II attached to the Original Agreement shall be amended and restated in its entirety as set forth in Exhibit B to this Amendment.