VOTING AGREEMENTVoting Agreement • April 26th, 2021 • 40 North Management LLC • Chemicals & allied products • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of April 26, 2021 (the “Agreement Date”), by and between W. R. Grace & Co., a Delaware corporation (the “Company”), and the stockholder of the Company listed on Schedule A and the signature pages hereto (the “Stockholder”). Each of the Company and the Stockholder is sometimes referred to as a “Party.”
CONFIDENTIAL Ladies and Gentlemen:40 North Management LLC • April 26th, 2021 • Chemicals & allied products
Reference is made to the letter agreement dated February 1, 2021 (the “NDA”) by and among 40 North Management LLC (“40 North”) and the entities listed following the signature of 40 North on the signature pages thereof (including 40 North and, collectively and individually, the “40 North Group” or “you”) and W. R. Grace & Co. (the “Company,” and collectively with you, the “Parties”), as amended. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the NDA.
AGREEMENT JOINT FILING OF SCHEDULE 13DAgreement • April 26th, 2021 • 40 North Management LLC • Chemicals & allied products
The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of W.R. Grace & Co., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
