AMENDMENT TO SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • November 6th, 2015 • Darwin Holdings LTD
THIS AMENDMENT, dated as of November 6, 2015 (this “Amendment”), to the Shareholders’ Agreement, dated as of August 6, 2015 (the “Shareholders’ Agreement”), by and among Darwin Holdings Limited, a private company limited by shares incorporated under the laws of England and Wales (the “Company”), OCI N.V., a public company with limited liability (naamloze vennootschap) incorporated under the law of The Netherlands (“Oxford”), Capricorn Capital B.V., a private limited liability company incorporated under the laws of The Netherlands (“Capricorn”), Leo Capital B.V., a private limited liability company incorporated under the laws of The Netherlands (“Leo”) and Aquarius Investments B.V., a private limited liability company incorporated under the laws of The Netherlands (“Aquarius”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Shareholders’ Agreement.
AMENDMENT TO COMBINATION AGREEMENTCombination Agreement • November 6th, 2015 • Darwin Holdings LTD
THIS AMENDMENT, dated as of November 6, 2015 (this “Amendment”), to the Combination Agreement, dated as of August 6, 2015 (the “Combination Agreement”), by and among CF Industries Holdings, Inc., a Delaware corporation (“Cambridge”), Darwin Holdings Limited, a private company limited by shares incorporated under the law of England (“Holdco”), Beagle Merger Company LLC, a Delaware limited liability company and wholly-owned, direct or indirect, subsidiary of Holdco (“MergerCo”) and OCI N.V., a public company with limited liability (naamloze vennootschap) incorporated under the law of the Netherlands (“Oxford”). Each of Cambridge, Oxford, Holdco and MergerCo are referred to herein as a “Party” and together the “Parties”. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Combination Agreement.
AMENDMENT TO IRREVOCABLE UNDERTAKINGDarwin Holdings LTD • November 6th, 2015
THIS AMENDMENT, dated as of November 6, 2015 (this “Amendment”), to the Irrevocable Undertaking, dated as of August 6, 2015 (the “Irrevocable Undertaking”), by and among CF Industries Holdings, Inc., a Delaware corporation (“Cambridge”), OCI N.V., a public company with limited liability (naamloze vennootschap) incorporated under the law of The Netherlands (“Oxford”) and Capricorn Capital B.V., a private limited liability company incorporated under the laws of The Netherlands (the “Stockholder”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Irrevocable Undertaking.
