AMENDMENT NO. 2 to STOCK PURCHASE AGREEMENT

This Amendment No. 2 to Stock Purchase Agreement (this “Amendment”) dated August 21, 2013 is executed by and among (i) on one side as sellers (A) Avisep, S.A. de C.V. a company organized under the laws of Mexico (the “Primary Seller”), and (B) Bevisep, S.A. de C.V. a company organized under the laws of Mexico (each a “Seller” and, collectively, “Sellers”); and (ii) on the other side as purchasers (A) The Sherwin-Williams Company, a corporation incorporated under the laws of the State of Ohio, U.S. (“Primary Purchaser”), and (B) Sherwin-Williams (Caribbean) N.V., a corporation incorporated under the laws of Curacao (each a “Purchaser” and, collectively, “Purchasers” and, together with the Sellers, the “Parties”).

WHEREAS, the Parties entered into that certain Stock Purchase Agreement (the “Agreement”), dated November 9, 2012, as amended pursuant to that certain Amendment No. 1 to Stock Purchase Agreement dated June 24, 2013, pursuant to which the Sellers agreed to sell and the Purchasers agreed to purchase all of the issued and outstanding shares representing the capital stock of Consorcio Comex, S.A. de C.V. and Conaxe, S.A. de C.V.; and

WHEREAS, the Parties desire to amend the Agreement pursuant to the terms set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the Parties, intending to be legally bound, agree as follows:

1. Section 7.1(ii)(B) of the Agreement is hereby deleted and the following shall be inserted and substituted therefore.

“the Closing Date shall not have occurred on or prior to October 31, 2013 (the “End Date”); provided, that neither Party may terminate this Agreement pursuant to this Section 7.1(ii) if such Party is in material breach of this Agreement;”     

2. All capitalized terms used in this Amendment and not defined herein shall have the meaning assigned to such terms in the Agreement.

3. This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument. Signed counterparts of this Amendment should be delivered by facsimile or by scanned.pdf image.

4. THIS AMENDMENT AND THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED MEXICAN STATES, WITHOUT REGARD TO THE CONFLICT OF LAWS RULES THEREOF.

IN WITNESS WHEREOF, Sellers and Purchasers execute this Amendment as of the date first above written.