ESCROW AGREEMENTEscrow Agreement • August 29th, 2019 • Quaker Chemical Corp • Miscellaneous products of petroleum & coal • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2019, by and among Quaker Chemical Corporation, a Pennsylvania corporation (“Buyer”), Gulf Houghton Lubricants, Ltd., as representative (the “Sellers’ Representative,” and together with Buyer, the “Parties” and each individually a “Party”) of the former shareholders (the “Sellers”), optionholders (the “Optionholders”) and holders of share appreciation rights (“SAR Holders”) of Global Houghton Ltd., an exempted company incorporated under the Laws of the Cayman Islands (the “Company”); and Citibank N.A. (the “Escrow Agent”). Capitalized terms not defined herein shall have the meanings assigned to them in that certain Share Purchase Agreement, dated as of April 4, 2017 (the “Purchase Agreement”), by and among Buyer, the Company, the Sellers, the Optionholders, SAR Holders and the Sellers’ Representative.
REGISTRATION RIGHTSRegistration Rights Agreement • August 29th, 2019 • Quaker Chemical Corp • Miscellaneous products of petroleum & coal
The Buyer Common Stock issued to the Management Sellers as Stock Consideration (or the Buyer Common Stock that is convertible from the shares of capital stock issued to the Management Sellers as Stock Consideration, as the case may be) shall be deemed “Registrable Securities” subject to the provisions of this Exhibit J. All capitalized terms used but not defined in this Exhibit J shall have the meanings ascribed to such terms in the Share Purchase Agreement to which this Exhibit J is attached.
