AGREEMENT AND PLAN OF MERGER by and among CYCLADES PARENT, INC., CYCLADES MERGER SUB, INC. GCP APPLIED TECHNOLOGIES INC. and COMPAGNIE DE SAINT-GOBAIN S.A. (solely for purposes of Section 8.13) Dated as of December 5, 2021Merger Agreement • December 7th, 2021 • GCP Applied Technologies Inc. • Chemicals & allied products • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 5, 2021 (this “Agreement”), is made by and among Cyclades Parent, Inc., a Delaware corporation (“Parent”), Cyclades Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), GCP Applied Technologies Inc., a Delaware corporation (the “Company”) and, solely for purposes of Section 8.13, Compagnie de Saint-Gobain S.A., a société anonyme organized under the laws of France (the “Guarantor”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
ContractVoting and Support Agreement • December 7th, 2021 • GCP Applied Technologies Inc. • Chemicals & allied products • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 5, 2021, is by and among Cyclades Parent, Inc., a Delaware corporation (“Parent”), Cyclades Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and the Persons set forth on Schedule I attached hereto (each, a “Stockholder”).
ContractVoting and Support Agreement • December 7th, 2021 • GCP Applied Technologies Inc. • Chemicals & allied products • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 5, 2021, is by and among Cyclades Parent, Inc., a Delaware corporation (“Parent”), Cyclades Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and the Persons set forth on Schedule I attached hereto (each, a “Stockholder”).
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • December 7th, 2021 • GCP Applied Technologies Inc. • Chemicals & allied products • Delaware
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of December 5, 2021, to the Rights Agreement, dated as of March 15, 2019 (the “Rights Agreement”), as amended on March 13 2020, by and between GCP Applied Technologies Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, as rights agent (the “Rights Agent”), shall be effective immediately prior to the Company’s entry into that certain Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) to be entered into by and among the Company, Cyclades Parent, Inc., a Delaware corporation, Cylades Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, and, solely for purposes of Section 8.13 of the Merger Agreement, Compagnie de Saint-Gobain S.A., a société anonyme organized under the laws of France; provided, however, if (i) the Merger Agreement is not executed as of even date herewith, or (ii) the Merger Agreement is validly terminated in ac
