Exhibit 4.3





 


May 7, 2020


 


Tel Nordic Holding

ApS Søndre Strandvej 

74 A DK-3000

Helsingør Denmark

Att: Lars Skogstad-Jensen

E-mail: skogstad@telnordic.com


 


Ladies and Gentlemen:


 


Reference
is made to that certain Share Sale and Purchase Agreement, dated as of May 7, 2020 (as may be amended from time to time, the “Purchase
Agreement”) among TEL NORDIC Holding ApS (“Seller”), company registration no. 25899474, a company
incorporated and registered under the laws of Denmark, Quaker Chemical BV, company registration no. 33.109.151, a company incorporated
and registered under the laws of The Netherlands (“Buyer”), and Lars Skogstad-Jensen, the sole owner of Seller
(the “Beneficial Owner”), pursuant to which the Buyer has agreed to acquire all of the Shares from the Seller.
Capitalized terms used but not defined herein, including in Annex A attached hereto, shall have the meanings ascribed to
them in the Purchase Agreement. The parties hereto have agreed to waive any provisions of the Purchase Agreement that are inconsistent
with the agreements set forth below, pursuant to Sections 5.2 or 5.3 of the Purchase Agreement or otherwise, and hereby agree as
follows:


 


	1.	Registration Rights.



 


		1.1	Registration.



 


(a)   
Quaker shall use commercially reasonable efforts to cause the Quaker Consideration Shares to be registered pursuant to
the Act as promptly as practical after filing its quarterly report on Form 10-Q for the fiscal period ended March 31, 2020 with
the SEC and in any event within seven (7) Business Days of such filing, subject to paragraph (b) of this Section 1.1. In connection
therewith, Quaker shall prepare and file a registration statement under the Act covering the Quaker Consideration Shares (any
such form, a “Registration Statement”) that shall, if Quaker is then qualified to do so, be on Form S-3, and
shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as promptly as possible
thereafter. Quaker shall take such steps as are required to register the Quaker Consideration Shares for sale on a delayed or
continuous basis under Rule 415 under the Act or any successor rule thereto pursuant to a Registration Statement on Form S-3 or
the then appropriate form for such an offering. Quaker shall not be required to keep the Registration Statement effective once
the Quaker Consideration Shares have become eligible for sale pursuant to Rule 144 under the Act.


 






     


     


    

 


(b)   
Notwithstanding paragraph (a) of this Section 1.1 Quaker shall be entitled to postpone for up to 60 days the filing of any
Registration Statement, if, at the time Quaker would otherwise be obligated to file such Registration Statement, the management
of Quaker determines, in its sole discretion, that such registration and offering would (i) require premature disclosure of material
information that Quaker has a bona fide business purpose for preserving as confidential, (ii) render Quaker unable to comply with
requirements under the Act or the Exchange Act or (iii) materially interfere with any significant financing, acquisition, disposition,
corporate reorganization, Quaker-initiated registration or other transaction involving Quaker or any of its Affiliates.


 


(c)   
Quaker shall notify the holders of Quaker Consideration Shares at any time when a prospectus relating to such holder’s
Quaker Consideration Shares is required to be delivered under the Act, upon discovery that, or upon the happening of any event
as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of
a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing. The holders of Quaker Consideration Shares shall not offer or sell any
Quaker Consideration Shares covered by the Registration Statement after receipt of such notification until the prospectus is supplemented
or amended so that it does not include an untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.


 


(d)   
Quaker may request a holder of Quaker Consideration Shares to furnish Quaker such information with respect to such holder
and such holder’s proposed distribution of the Quaker Consideration Shares pursuant to the Registration Statement as Quaker
may from time to time reasonably request in writing or as may be required by Law or by the SEC in connection therewith, and such
holder shall furnish Quaker with such information. In the case of registration effected by Quaker, the Seller and Beneficial Owner
hereby agree to jointly and severally indemnify and hold harmless Quaker, each Person (if any) who controls Quaker within the meaning
of Section 15 of the Act, the directors of Quaker and those officers of Quaker who shall have signed any Registration Statement
related thereto, with respect to any material untrue statement or alleged material untrue statement in, or material omission or
alleged material omission from, such Registration Statement or any post-effective amendment thereto or any preliminary prospectus
or final prospectus or any free-writing prospectus (as amended or supplemented, if amended or supplemented) contained in such Registration
Statement, if such statement or omission was made in reliance upon and in conformity with information furnished to Quaker in writing
by the Seller or Beneficial Owner for use in connection with the preparation of such Registration Statement or any preliminary
prospectus or final prospectus contained in such Registration Statement, any free-writing prospectus, or any such amendment or
supplement thereto.


 


(e)  
If the indemnification provided for in paragraph (d) of this Section 1.1 is unavailable in respect to any losses, claims,
damages, costs, expenses, liabilities or actions referred to herein, then, in lieu of indemnifying Quaker, the Seller and the Beneficial
Owner shall jointly and severally contribute to the amount paid or payable by Quaker as a result of such losses, claims, damages,
costs, expenses, liabilities or actions in such proportion as is appropriate to reflect the relative fault of the holder and in
connection with the statements or omissions which result in such losses, claims, damages, costs, expenses, liabilities or actions,
as well as any other relevant equitable considerations.


 






    


     


    

 


(f)   
All fees and expenses incident to the performance of or compliance with Section 1 of this letter agreement by Quaker shall
be borne by Quaker whether or not any Quaker Consideration Shares are sold pursuant to a Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, registration, filing and qualification fees, printers’
and accounting fees, fees and disbursements of counsel for Quaker.


 


(g)  
Unless a Registration Statement covering the resale of the Quaker Consideration Shares is effective under the Act, upon
the written request of Seller, Quaker shall cooperate with Seller’s reasonable requests, from time to time, to effectuate
sales of the Quaker Consideration Shares under Rule 144 or other applicable exemption under the Act.


 


(h)  
Notwithstanding anything to the contrary set forth herein, each holder of Quaker Consideration Shares that intends to sell
or distribute Quaker Consideration Shares registered under a Registration Statement pursuant hereto shall not sell or distribute
such Quaker Consideration Shares if, prior to such sale or distribution, Quaker provides to such holder a certificate (a “Suspension
Certificate”) signed by an executive officer of Quaker stating that, in the good faith judgment of Quaker, such sale
or distribution would require disclosure of non-public material information not otherwise required to be disclosed under Law and
Quaker has a bona fide business purpose for preserving the confidentiality of such information (the “Restriction”).
Upon receipt of a Suspension Certificate, the use of such Registration Statement by such holder shall be suspended until the expiration
of the Restriction (a “Suspension”) and such holder shall suspend all sales and distributions of Quaker Consideration
Shares and suspend use of the applicable prospectus and any issuer free writing prospectuses in connection with all such sales
and distributions. Quaker shall promptly notify such holder upon the termination of a Suspension.


 


2.          
Representations and Warranties of the Seller. The Seller represents and warrants to Quaker that the statements
contained in this Section 2 are true and correct as of the date hereof.


 


2.1              
Purchase Entirely for Own Account. The Seller is acquiring the Convertible Note and the Quaker Consideration
Shares issuable upon conversion thereof solely for its own account for investment purposes and not with a view to, or for offer
or sale in connection with, any distribution thereof except in compliance with the Act, and the Seller has no plans to enter into
any contract, undertaking, agreement or arrangement for any such purpose.


 


2.2              
Investor Status; Etc. The Seller is an “accredited investor” as defined in Rule 501 of Regulation
D promulgated under the Act and was not organized for the purpose of acquiring the Convertible Note or the Quaker Consideration
Shares. Seller has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the
merits and risks of its investment in the Convertible Note and the Quaker Consideration Shares and is capable of bearing the economic
risks of such investment. Seller has undertaken such investigation as Seller has deemed necessary to enable Seller to make an informed
and intelligent decision with respect to such investment. Without limiting the generality of the foregoing, Seller acknowledges
that Quaker and its Affiliates make no representation or warranty with respect to any projections, estimates or budgets delivered
to or made available to Seller of future revenues, future results of operations (or any component thereof), future cash flows or
future financial condition (or any component thereof) of Quaker and its subsidiaries or the future business and operations of Quaker
and its subsidiaries or any other information or documents delivered or made available to Seller or its Representatives with respect
to Quaker and its subsidiaries or any of the foregoing business, assets, liabilities or operations, other than the Quaker SEC Reports.


 






     


     


    

 


2.3              
Securities Not Registered. The Seller acknowledges that the Convertible Note and the Quaker Consideration
Shares are not registered under the Act or any state or foreign securities Laws on the grounds that the issuance thereof to the
Seller in connection with the transactions contemplated by this letter agreement is exempt from otherwise applicable registration
requirements, and that the reliance of Quaker on such exemptions is predicated in part on the acknowledgements, representations
and warranties set forth in herein. Seller acknowledges that the Convertible Note and the Quaker Consideration Shares may not be
transferred or sold except pursuant to the registration provisions of the Act or pursuant to an applicable exemption therefrom
and subject to state and foreign securities Laws and regulations, as applicable.


 


2.4              
No Conflict. The execution and delivery of this letter agreement by the Seller and Beneficial Owner and the
consummation of the transactions contemplated hereby will not conflict with or result in any violation of or default by the Seller
or Beneficial Owner (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation
or acceleration of any obligation or to a loss of a material benefit under (i) any provision of the organizational documents of
the Seller, (ii) any agreement or instrument, permit, franchise, license, judgment, order, statute, law, ordinance, rule or regulations,
applicable to the Beneficial Owner or Seller or their respective properties or assets or (iii) require the consent, notice or other
action by any person under any contract to which the Seller or Beneficial Owner is a party.


 


2.5              
Consents. All consents, approvals, orders and authorizations required on the part of the Seller or Beneficial
Owner in connection with the execution, delivery or performance of this letter agreement and the consummation of the transactions
contemplated herein have been obtained and are effective as of the applicable date of Closing.


 


2.6              
No Recommendation. The Seller understands that no federal or state agency has made any findings or determination
as to the fairness of the offering or the sale and purchase of the Quaker Consideration Shares hereunder (or any part thereof)
for public investment, or any recommendation or endorsement of the Quaker Consideration Shares (or any part thereof).


 


2.7              
Access to Information. The Seller has had access to such information regarding the business and finances of
Quaker and the Quaker Consideration Shares including, without limitation, the Quaker SEC Reports, and has been provided the opportunity
to discuss with the Quaker’s management the business, affairs and financial condition of Quaker and such other matters with
respect to Quaker, the Convertible Note and the Quaker Consideration Shares as would concern a reasonable person considering the
transactions contemplated by this letter agreement and/or concerned with the operation of Quaker, including, without limitation,
pursuant to a meeting and/or discussions with management of Quaker.


 


2.8              
Confidentiality. The Seller acknowledges that Seller has received and may in the future receive non-public
and material information within the meaning of the Act (“Confidential Information”). The Seller hereby acknowledges
and agrees that, for so long as the Confidential Information has not been publicly disclosed by Quaker, the Seller shall not (i)
disclose any Confidential Information to any Person other than to those advisors, agents, counsel, Affiliates, associates and other
representatives actively involved in the investment decision with respect to the transactions contemplated by this letter agreement
(“Representatives”) or (ii) use the Confidential Information for any purpose other than to evaluate the transactions
contemplated by this letter agreement. The Seller shall cause each of its Representatives to comply with this letter agreement
as though a party hereto and shall be responsible for any such breach by a Representative.


 






     


     


    

 


3.            
Miscellaneous. This letter agreement, together with the Purchase Agreement and the other transaction documents
identified therein, constitute the entire agreement among the undersigned parties with respect to the subject matter hereof. Sections
16 through 22 of the Purchase Agreement shall apply to this letter agreement, mutatis mutandis.


 


[Signature Page Follows]


 






     


     


    

 


If this letter agreement
correctly represents your understanding of our agreement regarding the matters described above, please sign below where indicated.


 





	 	Very truly yours,
	 	 
	 	QUAKER:
	 	 
	 	QUAKER CHEMICAL CORPORATION
	 	 
	 	By:	/s/ ROBERT T. TRAUB
	 	Name: Robert T. Traub
	 	Title: Senior Vice President, General Counsel & Corporate Secretary
	 	 
	 	Agreed to and accepted:
	 	 
	 	SELLER:
	 	 
	 	TEL NORDIC HOLDING APS
	 	 
	 	By:	 /s/ LARS SKOGSTAD-JENSEN
	 	Name: Lars Skogstad-Jensen
	 	Title: CEO
	 	 
	 	BENEFICIAL OWNER:
	 	 
	 	/s/ LARS SKOGSTAD-JENSEN
	 	Name:
Lars Skogstad-Jensen









 






     


     


    

 


ANNEX A - DEFINITIONS


 


		(A)	“Contracts” means all contracts, leases,
deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements,
commitments and legally binding arrangements, whether written or oral, including all amendments, modifications and waivers thereto.



 


		(B)	“Encumbrance” means any charge, claim, community property interest,
pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment,
right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of
income or exercise of any other attribute of ownership.



 


		(C)	“Governmental Authority” means any federal, state, local or
foreign (supranational, national, federal, state or local) government or political subdivision thereof, or any agency or instrumentality
of such government or political subdivision (including any public prosecutor offices), or any court or tribunal of competent jurisdiction,
arbitral, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or any stock
exchange, listing authority or any instrumentality thereof.



 


		(D)	“Law” means any statute, law, ordinance,
regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement or rule of law of any
Governmental Authority.



 


		(E)	“Order” means any order, writ, judgment,
injunction, decree, stipulation, ruling, award or settlement, whether civil, criminal or administrative, by or of any Governmental
Authority or arbitrator.