0001193125-17-275733 Sample Contracts

🌑 ] Shares PQ GROUP HOLDINGS INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • September 1st, 2017 • PQ Group Holdings Inc. • Chemicals & allied products • New York
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PQ GROUP HOLDINGS INC. Stock Option Award Agreement
Stock Option Award Agreement • September 1st, 2017 • PQ Group Holdings Inc. • Chemicals & allied products • Delaware

This Stock Option Award Agreement (this “Agreement”) is made by and between PQ Group Holdings Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), effective as of [•] (the “Date of Grant”).

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PQ GROUP HOLDINGS INC. Restricted Stock Award Agreement
Restricted Stock Award Agreement • September 1st, 2017 • PQ Group Holdings Inc. • Chemicals & allied products • Delaware

This Restricted Stock Award Agreement (this “Agreement”) is made by and between PQ Group Holdings Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), effective as of [•] (the “Date of Grant”).

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PQ GROUP HOLDINGS INC. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • September 1st, 2017 • PQ Group Holdings Inc. • Chemicals & allied products • Delaware

This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between PQ Group Holdings Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), effective as of [•] (the “Date of Grant”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 1st, 2017 • PQ Group Holdings Inc. • Chemicals & allied products • Delaware

This Indemnification Agreement (“Agreement”) is made and entered into as of [●] by and among PQ Group Holdings Inc., a Delaware corporation (the “Company”), PQ Holdings Inc., a Delaware corporation, CPQ Midco I Corporation, a Delaware corporation (together with PQ Holdings Inc., the “Intermediate Holdcos”), PQ Corporation, a Pennsylvania corporation (“Opco”), Eco Services Operations Corp., a Delaware corporation (“Eco”), Potters Industries, LLC, a Delaware limited liability company (“Potters” and together with the Company, the Intermediate Holdcos, Opco and Eco, the “PQ Companies” and each a “PQ Company”), and [●] (“Indemnitee”).

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PQ GROUP HOLDINGS INC. AMENDED & RESTATED STOCKHOLDERS AGREEMENT Dated as of [â—Ź], 2017
Stockholders Agreement • September 1st, 2017 • PQ Group Holdings Inc. • Chemicals & allied products • Delaware

AMENDED & RESTATED STOCKHOLDERS AGREEMENT, dated as of [●], 2017 (this “Agreement”), among (i) PQ Group Holdings Inc., a Delaware corporation (the “Company”), (ii) CCMP Capital Investors III, L.P., a Delaware limited partnership, CCMP Capital Investors III (Employee), L.P., a Delaware limited partnership, Quartz Co-Invest L.P., a Delaware limited partnership, CCMP Capital Investors III (AV-7), L.P., a Delaware limited partnership, CCMP Capital Investors III (AV-8), L.P., a Delaware limited partnership, CCMP Capital Investors III (AV-9), L.P., a Delaware limited partnership, and CCMP Capital Investors III (AV-10), L.P., a Delaware limited partnership (collectively, “CCMP”, and, together with their respective Permitted Transferees (as defined herein), the “CCMP Investors”), (iii) INEOS Investments Partnership, a general partnership organized under the laws of England and Wales (the “INEOS Investor” and, together with CCMP, each an “Entity Investor” and together, the “Entity Investors”) a

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