SECOND AMENDMENT TO COMBINATION AGREEMENTCombination Agreement • December 23rd, 2015 • CF Industries Holdings, Inc. • Agricultural chemicals • New York
THIS SECOND AMENDMENT, dated as of December 20, 2015 (this "Second Amendment"), to the Combination Agreement, dated as of August 6, 2015 (the "Original 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 ("Darwin Holdings"), Beagle Merger Company LLC, a Delaware limited liability company ("Beagle MergerCo"), OCI N.V., a public company with limited liability (naamloze vennootschap) incorporated under the law of the Netherlands ("Oxford"), CF B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the law of the Netherlands, with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands ("Holdco") and Finch Merger Company LLC, a Delaware limited liability company and wholly-owned, direct or indirect, subsidiary of Holdco ("MergerCo"). Each of Cambridge, Oxford, Darwin Holding
