Standard Industries Holdings Inc. 9 West 57th Street, 47th Floor New York, NY 10019W R Grace & Co • July 6th, 2021 • Chemicals & allied products • Delaware
Reference is made to the Agreement and Plan of Merger, dated April 26, 2021 (as may be amended, restated, supplemented or otherwise modified, the “Merger Agreement”), by and among Gibraltar Acquisition Holdings LLC, a Delaware limited liability company (“Parent”), Gibraltar Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and W. R. Grace & Co., a Delaware corporation (the “Company”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly owned Subsidiary of Parent. Capitalized terms used but not defined in this letter agreement shall have the meanings ascribed to them in the Merger Agreement. This letter agreement is being delivered to Parent in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company.
LIMITED GUARANTYLimited Guaranty • July 6th, 2021 • W R Grace & Co • Chemicals & allied products • Delaware
This Limited Guaranty, dated as of April 26, 2021 (this “Limited Guaranty”), is made by Standard Industries Holdings Inc. (the “Guarantor”), in favor of W. R. Grace & Co., a Delaware corporation (the “Guaranteed Party”) (each, a “Party” and collectively, the “Parties”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified, the “Merger Agreement”), by and among the Guaranteed Party, Gibraltar Acquisition Holdings LLC, a Delaware limited liability company and indirect wholly owned Subsidiary of the Guarantor (“Parent”), and Gibraltar Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used in this Limited Guaranty but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
