AMENDED AND RESTATED


 


ASSET PURCHASE AND CONTRIBUTION
AGREEMENT


 


dated as of


 


January 25, 2013


 


by and among


 


CHEMTURA CORPORATION,


 


SK BLUE HOLDINGS, LTD.


 


and


 


ADDIVANT USA HOLDINGS
CORP.


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE 1 Definitions	2
	 	 	 
	Section 1.01	Definitions	2
	Section 1.02	Other Definitional and Interpretative Provisions	22
	 	 
	ARTICLE 2 Purchase
    and Sale	22
	 	 	 
	Section 2.01	Purchase and Sale of JV Shares and transfer of the French Assets and French
    Liabilities	22
	Section 2.02	Purchase and Sale of the Purchased Assets	23
	Section 2.03	Excluded Assets	25
	Section 2.04	Assumed Liabilities	27
	Section 2.05	Excluded Liabilities	28
	Section 2.06	Assignment of Contracts and Rights	29
	Section 2.07	Purchase Price; Allocation of Purchase Price; Contribution of U.S. Contributed
    Assets	30
	Section 2.08	Closing	31
	Section 2.09	Estimated Adjustments of Purchase Price	33
	Section 2.10	Closing Working Capital Schedule	34
	Section 2.11	Post-Closing Adjustments of Purchase Price	36
	Section 2.12	Withholding	36
	 	 
	ARTICLE 3 Representations
    and Warranties of Seller	37
	 	 	 
	Section 3.01	Corporate Existence and Power	37
	Section 3.02	Corporate Authorization	37
	Section 3.03	Governmental Authorization	37
	Section 3.04	Financial Information of the Business.	38
	Section 3.05	Financial Statements of Asia JV	39
	Section 3.06	Financial Statements of GSI JV	39
	Section 3.07	Noncontravention	40
	Section 3.08	Capitalization	40
	Section 3.09	Ownership of JV Shares; Subsidiaries	40
	Section 3.10	Absence of Certain Changes	41
	Section 3.11	Material Contracts	41
	Section 3.12	Litigation	43
	Section 3.13	Compliance with Laws and Court Orders	43
	Section 3.14	Governmental Licenses and Permits	44
	Section 3.15	Sufficiency of Assets; Title to the Purchased Assets	44
	Section 3.16	Product Liability; Product Warranties	45
	Section 3.17	Customers and Suppliers	45
	Section 3.18	Properties	45



 






    	 



    	 



    



 


	Section 3.19	Intellectual Property	46
	Section 3.20	Insurance Coverage	48
	Section 3.21	Finders’ Fees	48
	Section 3.22	Labor Matters	48
	Section 3.23	Employee Benefit Plans	49
	Section 3.24	Environmental Compliance	51
	Section 3.25	Tax Matters	52
	Section 3.26	FCPA and OFAC Matters	54
	Section 3.27	Related Party Transactions	54
	 	 
	ARTICLE 4 Representations
    and Warranties of Buyer	55
	 	 	 
	Section 4.01	Corporate Existence and Power	55
	Section 4.02	Corporate Authorization	55
	Section 4.03	Governmental Authorization	55
	Section 4.04	Noncontravention	55
	Section 4.05	Financing	56
	Section 4.06	Litigation	56
	Section 4.07	Purchase for Investment	56
	Section 4.08	Finders’ Fees	56
	Section 4.09	Inspections; No Other Representations	57
	Section 4.10	Capitalization	57
	Section 4.11	Subsidiaries	57
	 	 
	ARTICLE 5 Covenants
    of Seller	57
	 	 	 
	Section 5.01	Conduct of the Business	57
	Section 5.02	Access to Information	61
	Section 5.03	Notices of Certain Events	62
	Section 5.04	Pedrengo Facility	63
	Section 5.05	Patent and Trademark Assignments	64
	Section 5.06	Insurance	64
	Section 5.07	JV Payables	64
	Section 5.08	Weston 705	64
	Section 5.09	Capital Expenditure Budget	65
	Section 5.10	Cash Equivalents	65
	Section 5.11	Trademark and Other Matters	65
	 	 
	ARTICLE 6 Covenants
    of Buyer	65
	 	 	
	Section 6.01	Access; Seller Confidentiality	65
	Section 6.02	Trademarks; Tradenames	66
	Section 6.03	JV Debt Guarantees	66
	Section 6.04	Cash Equivalents	66
	Section 6.05	Dividends	66



 






    	 



    	 



    



 


	ARTICLE 7 Covenants
    of Buyer and Seller	67
	 	 	 
	Section 7.01	Confidentiality	67
	Section 7.02	Further Assurances; Consents; Regulatory Undertakings	67
	Section 7.03	Permit Transfers and REACH	71
	Section 7.04	Catenoy Facility Financial Assurances.	71
	Section 7.05	Certain Filings	73
	Section 7.06	Public Announcements	73
	Section 7.07	Filings in the Kingdom of Saudi Arabia	73
	Section 7.08	WARN Act	74
	Section 7.09	Non-competition; Employee Nonsolicitation	74
	Section 7.10	Certain Environmental Matters	75
	Section 7.11	Refunds and Remittances	75
	Section 7.12	Trade Accounts Payable	75
	Section 7.13	Financing	77
	Section 7.14	Closing MRO Adjustments	80
	Section 7.15	French Transfer Requirements	81
	Section 7.16	Certain Saudi Tax Matters	82
	Section 7.17	IT Applications	82
	 	 
	ARTICLE 8 Tax
    Matters	82
	 	 	 
	Section 8.01	Tax Cooperation; Allocation of Taxes	82
	Section 8.02	French Tax Matters	86
	Section 8.03	U.S. Tax Treatment	87
	Section 8.04	Survival	87
	 	 
	ARTICLE 9 Employee
    Benefits	88
	 	 	 
	Section 9.01	Employee Matters	88
	Section 9.02	Assumed and Retained Plans; Retained and Assumed Employment Liabilities	89
	Section 9.03	Certain Severance Payments	90
	Section 9.04	Employment Taxes	91
	Section 9.05	Employee Bonus Amounts	91
	Section 9.06	Labor Agreements	91
	Section 9.07	Employee Communications	92
	Section 9.08	Accrued Vacation; Payroll	92
	Section 9.09	No Third Party Beneficiaries	92
	Section 9.10	German Employee Notification	93
	Section 9.11	Transferred U.S. Pension Plan	93
	Section 9.12	Net Transferred Pension Liability	96
	Section 9.13	Transferred Pension Plan Indemnities	97



 






    	 



    	 



    



 


	ARTICLE 10 Conditions
    to Closing	98
	 	 	 
	Section 10.01	Conditions to Obligations of Buyer and Seller	98
	Section 10.02	Conditions to Obligation of Buyer	99
	Section 10.03	Conditions to Obligation of Seller	101
	 	 
	ARTICLE 11 Survival;
    Indemnification	101
	 	 	 
	Section 11.01	Survival	101
	Section 11.02	Indemnification	101
	Section 11.03	Third Party Claim Procedures	103
	Section 11.04	Direct Claim Procedures	104
	Section 11.05	Calculation of Damages	104
	Section 11.06	Environmental Matters	105
	Section 11.07	Exclusivity	108
	Section 11.08	Tax Treatment of Indemnification Payments	109
	Section 11.09	No Setoff	109
	 	 
	ARTICLE 12 Termination	109
	 	 	 
	Section 12.01	Grounds for Termination	109
	Section 12.02	Effect of Termination	110
	 	 
	ARTICLE 13 Miscellaneous	110
	 	 	 
	Section 13.01	Notices	110
	Section 13.02	Amendments and Waivers	111
	Section 13.03	Expenses	111
	Section 13.04	Successors and Assigns	113
	Section 13.05	Governing Law	113
	Section 13.06	Jurisdiction	113
	Section 13.07	WAIVER OF JURY TRIAL	114
	Section 13.08	Counterparts; Effectiveness; Third Party Beneficiaries	114
	Section 13.09	Entire Agreement	115
	Section 13.10	Bulk Sales Laws	115
	Section 13.11	Severability	115
	Section 13.12	Disclosure Schedules	115
	Section 13.13	Specific Performance	115
	Section 13.14	Non-Recourse	116
	Section 13.15	Priority	116


 


	EXHIBIT A	Assignment and Assumption Agreement
	EXHIBIT B	Calculation Principles
	EXHIBIT C	Form of Data Transfer Agreement
	EXHIBIT D	French Assignment and Assumption Agreement


 




    	 



    	 



    

 


	EXHIBIT E	French Offer Letter
	EXHIBIT F	French Real Estate Transfer Agreement
	EXHIBIT G	German Asset Sale Agreement
	EXHIBIT H	German Assignment and Assumption Agreement
	EXHIBIT I	German Real Estate Transfer Agreement
	EXHIBIT J	Form of Guarantee
	EXHIBIT K	License Agreement
	EXHIBIT L	Promissory Notes
	EXHIBIT M	Patent Assignment Agreement
	EXHIBIT N	Preferred Stock Terms
	EXHIBIT O	Product Supply Agreement
	EXHIBIT P	Site Sharing and Supply Agreement
	EXHIBIT Q	Trademark Assignment Agreement
	EXHIBIT R	Transition Services Agreement
	EXHIBIT S	Seller Disclosure Letter


 




    	 



    	 



    

 


AMENDED AND RESTATED ASSET
PURCHASE AND CONTRIBUTION AGREEMENT


 


AMENDED AND RESTATED ASSET PURCHASE AND
CONTRIBUTION AGREEMENT (this “Agreement”) dated as of January 24, 2013 by and among Chemtura Corporation, a
Delaware corporation (“Seller”), SK Blue Holdings, Ltd., an exempted company incorporated in the Cayman Islands
with limited liability (“Buyer”), and Addivant USA Holdings Corp., a Delaware corporation (“Addivant
Holdings”).


 


WITNESSETH:


 


WHEREAS, Seller indirectly owns (i) 65,553
shares (the “Asia JV Shares”) of capital stock, par value 100,000 South Korean won per share (the “Asia
JV Stock”), of Asia Stabilizers Co., Ltd, a Korean company (“Asia JV”) and (ii) 26,950,000 shares
(the “GSI JV Shares”, and together with the Asia JV Shares, the “JV Shares”) of the share
capital, 1 Saudi Arabian Riyal per share (the “GSI JV Stock”), of Gulf Stabilizers Industries, Ltd., a limited
liability organized and existing under the laws of the Kingdom of Saudi Arabia (“GSI JV” and, together with
Asia JV, the “JVs”);


 


WHEREAS, Seller desires to sell the JV
Shares and the Non-U.S. Purchased Assets (as defined below) and transfer the Non-U.S. Assumed Liabilities (as defined below) to
Buyer, and Buyer desires to purchase all of the JV Shares and the Non-U.S. Purchased Assets and assume the Non-U.S. Assumed Liabilities
from Seller upon the terms and subject to the conditions hereinafter set forth;


 


WHEREAS, Seller desires to contribute the
U.S. Contributed Assets (as defined below) and transfer the U.S. Assumed Liabilities (as defined below) to Addivant Holdings or
its wholly owned subsidiary Addivant USA, LLC, a Delaware limited liability company (which is treated as a disregarded entity
for U.S. federal income tax purposes) (Addivant USA, LLC and its successors, “Addivant USA”), and Addivant
Holdings desires to acquire, or to cause Addivant USA to acquire, all of the U.S. Contributed Assets and assume all of the U.S.
Assumed Liabilities from Seller upon the terms and subject to the conditions set forth herein;


 


WHEREAS, it is intended that Seller’s
contribution of the U.S. Contributed Assets and transfer of the U.S. Assumed Liabilities to Addivant Holdings or Addivant USA
in exchange for the U.S. Purchase Price (including the issuance of the Preferred Stock) and Buyer’s acquisition of shares
of common stock of Addivant Holdings from Addivant Holdings will, together, qualify as an exchange pursuant to Section 351 of
the Code;


 


WHEREAS, Buyer and Seller have previously
entered into that certain Asset Purchase Agreement dated as of November 9, 2012 and certain amendments thereto (collectively,
the “Original APA”) which provided for the purchase all of the JV Shares and Purchased Assets and the assumption
of the Assumed Liabilities from Seller upon the terms and subject to the conditions set forth therein;


 




    	 



    	 



    

 


WHEREAS, Buyer and Seller wish to amend
and restate the Original APA such that the Original APA shall be of no further effect and shall be replaced in its entirety by
the agreements set forth herein.


 


NOW THEREFORE,


 


the parties hereto agree as follows:


 


ARTICLE
1


Definitions


 


Section
1.01         Definitions. (a) As used herein,
the following terms have the following meanings:


 


“Acquired Facilities”
means the Business facilities located in (i) Morgantown, West Virginia, (ii) Bay Minette, Alabama, (iii) Waldkraiburg, Germany
and (iv) Catenoy, France.


 


“Acquired Facilities Capex Budget”
means the portion of the Capex Budget attributable to the Acquired Facilities and Asia JV.


 


“Accrued Liability”
shall mean the aggregate present value, as of the applicable date of determination, of the accrued benefit of each Transferred
Pension Plan Participant in the Seller Pension Plan, determined in accordance with Treasury Regulation Section 1.414(l)-1(b)(9)
using the interest factors and other assumptions specified by the PBGC plan termination assumptions under Section 4044 of ERISA
as in effect as of the applicable date of determination for an immediate or deferred annuity as appropriate for each Transferred
Pension Plan Participant.


 


“Action” means any claim,
action, suit, arbitration, charge, grievance, inquiry, proceeding or investigation by or before any Governmental Authority or
arbitral board or body.


 


“Affiliate” means, with
respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.
For purposes of this definition, “control” when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract
or otherwise, and the terms “controlling” and “controlled” have correlative meanings; provided
that none of the JVs shall be considered an Affiliate of Seller or any of its Affiliates.


 


“After-Tax Basis” means
that, in determining the amount of the payment necessary to indemnify any party against, or reimburse any party for, Damages,
the amount of such Damages shall be determined by taking into account (i) any Tax benefit actually realized by the Indemnified
Party by way of a reduction in the amount of Taxes payable by such Indemnified Party as the result of sustaining such Damages
and (ii) any Tax cost attributable to the payment or receipt of any indemnity payment with respect to such Damages.


 




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“Applicable Law” means,
with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise),
constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, writ, stipulation, determination, award,
judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that
is binding upon or applicable to such Person, as amended unless expressly specified otherwise.


 


“Assignment and Assumption Agreement”
means the Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A.


 


“Assumed Plans” means
the Employee Plans set forth on Schedule 1.01(a).


 


“Base Closing Working Capital”
means (i) with respect to the U.S. Dollar-Denominated Portion of the Business, an amount equal to $10,239,000, (ii) with respect
to the U.S. Portion of the Business, an amount equal to $54,756,000 and (iii) with respect to the Euro-Denominated Portion of
the Business, an amount equal to €47,765,000.


 


“Business” means the
manufacturing, importing, using, offering for sale, and otherwise exploiting goods in, and providing services in connection with,
additives used in monomers, polymers, plastics and rubbers for the purpose of providing anti-oxidant, UV stabilization, light
stabilization, and polymer modification benefits, including but not limited to the following areas (but excluding (1) products
whose primary purpose is promoting fire resistance, suppression or retardation; and (2) (a) additives used in any Seller Functional
Fluids, (b) additives used in any fuels derived from petrochemicals, synthesis gas, microorganisms, microbes, plants, animals,
or refining petroleum, and/or (c) additives used in any battery electrolytes including polycyclic amine derivatives, alkylated
diphenylamines, alkylated phenylene diamines, and alkylated phenyl naphthylamines):


 


(i)          polymerization
inhibitors and polymerization retarders (excluding material frequently referred to as inhibitors in fuels and lubricants);


 


(ii)         UV
stabilizers and light stabilizers (including absorbers, excited state quenchers and radical scavengers) (excluding the use of
UV stabilizers or light stabilizers as additives for Seller Retained Business) for materials;


 


(iii)        antioxidants,
including both primary and secondary, used to maintain the structural integrity of (A) polymers, (B) plasticizers, (C) plastic
parts, (D) coatings, (E) inks, (F) adhesives, (G) sealants, (H) rubber (excluding rubber used as a viscosity index improver in
lubricants), (I) elastomers, and (J) other applications for which, during the preceding 24 months, the AO/UV business of Seller
sold product;


 


(iv)        metal
deactivators (excluding metal deactivators that are soluble in products included within Seller Retained Business and that are
not produced using metal deactivator composition used by the AO/UV business of Seller within the 24 months preceding the date
hereof);


 




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(v)         antioxidants,
antiozonants, and shortstops used in the production of polymers and rubber;


 


(vi)        antioxidants
used to maintain the structural integrity of rubber (excluding rubber used as a viscosity index improver in lubricants) and latex
goods by protecting such materials from degradation caused by exposure to oxidants including air, nitrogen oxides, stress fatigue
and thermal exposure; applications include but are not restricted to tires, automotive parts, industrial rubber goods, sponge
rubber, and consumer goods;


 


(vii)       antiozonants
used to maintain the structural integrity of rubber goods by protecting such materials from degradation caused by ozone;


 


(viii)      grafted
polymers and all polyolefins and elastomers grafted with reactive olefinic species used as coupling agents, compatiblizers, impact
modifiers, and surface modifiers (excluding coupling agents comprising silane-containing materials, coupling agents comprising
organometallic materials, and products whose primary purpose is promoting fire resistance, suppression, or retardation);


 


(ix)         rubber
additives (excluding additives used in conjunction with rubber used as a viscosity index improver in lubricants), including, but
not limited to:


 


(A)         vulcanization
accelerators used to modify the rate of crosslinking in the manufacture of rubber and latex goods;


 


(B)         agents
that promote the bonding of rubber to tire cord; and


 


(C)         vulcanization
retarders used to prevent the premature crosslinking of rubber during the manufacture of rubber goods; and


 


(D)         chemical
foaming agents used in the manufacture of sponge and foam;


 


(x)          aqueous
polyacrylic acid based material, and variants thereof, in all applications;


 


(xi)         alkylated
phenols (for sale to third parties), cresols, and xylenols (made via phenols, cresols, and xylenols plus alkylating agent);


 


(xii)        phosphite-based
products (except products whose primary purpose is promoting fire resistance, suppression, or retardation, products used for agricultural
purposes, organometallic compounds, and Naugalube® TPP as permitted by the Cross License Agreement);


 




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(xiii)       blends
of one or more additives used for (A) polymers, (B) plasticizers, (C) plastic parts, (D) coatings, (E) inks, (F) adhesives, (G)
sealants, (H) rubber (excluding rubber used as a viscosity index improver in lubricants), (I) elastomers, and (J) other applications
for which, during the 24 months preceding the date hereof, the AO/UV business of Seller sold products;


 


(xiv)      dispersions
and emulsions of any of the products listed in items (i) to (xiii) above for use in (A) polymers, (B) plasticizers, (C) plastic
parts, (D) coatings, (E) inks, (F) adhesives, (G) sealants, (H) rubber (excluding rubber used as a viscosity index improver in
lubricants), (I) elastomers, and (J) other applications for which, during the past 24 months, the AO/UV business of Seller sold
products;


 


provided that for purposes of Article
2, the businesses of the JVs shall not be considered part of the Business, but for all other purposes hereunder the businesses
of the JV shall be considered part of the Business.


 


“Business Day” means
a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by
Applicable Law to close.


 


“Business IP Contract”
means any Contract under which Intellectual Property Rights (including Business Intellectual Property Rights) or Software are
licensed to or by Seller or any of its Affiliates or relating to the development of Intellectual Property Rights or Software,
in each case, that is used or held for use primarily in the Business.


 


“Business Intellectual Property
Rights” means all Intellectual Property Rights owned or co-owned by Seller or any of its Affiliates that is used or
held for use primarily in the conduct of the Business by Seller or any of its Affiliates, including the Registered Intellectual
Property set forth on Schedule 1.01(a), but excluding the Common Molecule IPR.


 


“Buyer Indemnifying Party”
means, collectively, Buyer and any successor entity that acquires all or substantially all of the assets of the Business.


 


“Calculation Principles”
means the accounting principles, methods and practices set forth on Exhibit B hereto.


 


“Capex Budget” means
the Capital Expenditure Budget of the Business set forth on Schedule 1.01(a).


 




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“Cash Equivalents” means
all cash equivalents, restricted cash, bank deposits (including deposited but uncleared deposits) and liquid investments, in each
case of Seller and its Affiliates, whether restricted or unrestricted.


 


“Chemtura Corporation”
means, for purposes of the GE Agreement and the GE Environmental Indemnity, Crompton Corporation or Chemtura Corporation.


 


“Closing Date” means
the date of the Closing.


 


“Closing MRO” means
MRO located at the Acquired Facilities, as of the close of business on the Closing Date, calculated in accordance with the Calculation
Principles.


 


“Closing Working Capital”
means, as of the close of business on the Closing Date, Trade Accounts Receivable (other than Trade Accounts Receivable from Seller
or any of its Subsidiaries or Affiliates, but including Trade Accounts Receivable of the Business payable by any JV) plus
Inventories, in each case calculated in accordance with the Calculation Principles.


 


“Code” means the Internal
Revenue Code of 1986, as amended.


 


“Common Molecule IPR”
means all Intellectual Property Rights in existence as of the date hereof and as of the Closing Date that are required for the
use, manufacture, sale, importation or other commercialization of solely the products set forth on Schedule A of the License Agreement.


 


“Common Stock” means
100,000 shares of common stock, par value $0.01 per share of Addivant Holdings.


 


“Confidentiality Agreement”
means the letter agreement dated July 3, 2012 between Seller and SKCP Fund Management LLC.


 


“Contracts” means all
binding contracts, subcontracts, agreements, leases, licenses, notes, mortgages, indentures, deeds of trust, sales and purchase
orders and other commitments of any kind (whether written or oral).


 


“Damages” means all
losses, damages, costs, expenses, Liabilities (including reasonable expenses of investigation and reasonable attorneys’
fees and expenses in connection with any action, suit or proceeding whether involving a third party claim or a claim solely between
the parties hereto) or diminution in value. The joint and several liability pursuant to sec. 75 German Tax Act (Abgabenordnung)
shall be considered “Damages” solely if and to the extent the notice of liability determining such secondary Tax
Liability has become final and non-appealable.


 


“Data Transfer Agreement”
means the Data Transfer Agreement between Buyer and the Affiliates of Seller set forth in Annex C thereto attached hereto as Exhibit
C.


 




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“December Financials”
means (i) the unaudited pro forma statement of net assets and liabilities of the Business as at December 31, 2011 and (ii) the
unaudited pro forma consolidated statements of income of the Business for the twelve months ended December 31, 2011.


 


“Dedicated Assets” means
the assets of the Business which are located at Retained Facilities and which are listed on Schedule 1.01(a) hereto.


 


“Disclosure Schedules”
means the disclosure schedules dated as of the date hereof delivered by Seller to Buyer which form a part of this Agreement.


 


“Employee Plan” means
any “employee benefit plan” as defined in Section 3(3) of ERISA (whether or not subject to ERISA) or other plan, program,
policy, arrangement or agreement, whether written or oral, providing for present or future compensation or benefits to any Seller
Business Employee (i) that is maintained, sponsored or contributed to by Seller, any of its Subsidiaries or any of their respective
ERISA Affiliates or (ii) with respect to which Seller or any of its Subsidiaries could have any liability, including any change-in-control,
severance, bonus, pension, profit-sharing, equity, equity-based compensation, incentive, deferred compensation, medical, dental,
vision, prescription, disability, life insurance, vacation, fringe benefit or early retirement plan, program, policy, arrangement
or agreement; provided, however, that the Transferred Pension Plan shall not be treated as an “Employee Plan” for
purposes of this Agreement.


 


“Environmental Laws”
means any Applicable Law concerning: (i) the environment, including with respect to pollution, contamination, cleanup, preservation,
protection, and reclamation of the environment; (ii) any Release or threatened Release of any Hazardous Material, including any
Remedial Action to address such Release or threatened Release; (iii) any human exposure to Hazardous Materials; and (iv) the effect
of chemicals on human health and the environment, including without limitation REACH and TSCA.


 


“Environmental Liabilities”
means all Liabilities (including the costs of any Remedial Action), whether existing or occurring prior to, on or after the Closing
Date, that arise in connection with or in any way relate to the Business (as currently or previously conducted), the Purchased
Assets or the Real Property (including the activities and operations conducted thereon and offsite disposal therefrom), whether
known or unknown, accrued, absolute, contingent or otherwise, that in each case arise under or relate to any Environmental Law
or any spill, release, emission, discharge, disposal or recycling of, or exposure to, any Hazardous Material, including all matters
disclosed on Schedule 3.24.


 


“Equity Interest” of
any Person means (i) shares of capital stock, limited liability company interests, partnership interests or other equity securities
of such Person, including, with respect to JVs and the JV Shares, respectively, (ii) subscriptions, calls, warrants, options or
commitments of any kind or character relating to, or entitling any Person to purchase or otherwise acquire, any capital stock,
limited liability company interests, partnership interests or other equity securities of such Person, (iii) securities convertible
into or exercisable or exchangeable for shares of capital stock, limited liability company interests, partnership interests or
other equity securities of such Person, and (iv) equity equivalents, interests in the ownership of, or equity appreciation, phantom
stock or other similar rights of, or with respect to, such Person.


 




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“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended and the rules and regulations promulgated thereunder.


 


“ERISA Affiliate” of
any entity means any other entity which, together with such entity, would at the relevant time be treated as a single employer
under Section 414 of the Code.


 


“Euro”, “euro”
“€” and “EUR” each means the lawful currency of the participating member states of
the European Union adopted in accordance with the Treaty establishing the European Communities, as amended by the Treaty on European
Union.


 


“Euro-Denominated Portion of the
Business” means, (i) with respect to Working Capital, Base Closing Working Capital, Estimated Closing Working Capital
and Closing Working Capital, all elements of Estimated Closing Working Capital and Closing Working Capital (calculated in accordance
with the Calculation Principles) which relate to those Affiliates of Seller which are engaged in the Business and are organized
under the laws of Switzerland or any country in continental Europe, (ii) with respect to Trade Accounts Payable, those Trade Accounts
Payable which are payable by those Affiliates of Seller which are engaged in the Business and are organized under the laws of
Switzerland or any country in continental Europe and (iii) with respect to Closing MRO, MRO which is held by those Affiliates
of Seller which are engaged in the Business and are organized under the laws of Switzerland or any country in continental Europe.


 


“Financing Sources”
means any entities that commit to providing or arranging or otherwise entering into agreements in connection with the Financing,
the Financing Commitments or other financings in connection with the transactions contemplated hereby and the parties to any joinder
agreements, indentures or credit agreements entered pursuant thereto or relating thereto, together with their respective Affiliates,
and their and their respective Affiliates’ officers, directors, employees, agents and representatives and their respective
successors and assigns.


 


“French Assignment and Assumption
Agreement” means the agreement (acte de cession de fonds de commerce) to be entered into by Chemtura France SAS,
Chemtura Sales France SAS and an Affiliate of Buyer in connection with the transfer of the French Assets and the French Liabilities
to Buyer in accordance with Article L. 141 et seq of the French Commercial Code and substantially in the form attached hereto
as Exhibit D.


 


“French Offer Letter”
means the Offer Letter dated November 9, 2012 from Buyer to Seller attached hereto as Exhibit E. For the avoidance of doubt, references
to the “Asset Purchase Agreement” in the French Offer Letter shall mean references to this Agreement, and the French
Assignment and Assumption Agreement substantially in the form attached as schedule 2 to the French Offer Letter shall be replaced
by the amended version of such document in the form attached as Exhibit D.


 




    	8



    	 



    

 


“French Real Estate”
means the real property located at Chemin du Trou Bleuet Catenoy, 60600 France together with all buildings, integral parts and,
to the extent owned by Chemtura France SAS, fixtures thereon.


 


“French Real Estate Transfer Agreement”
means the agreement between Chemtura France SAS and an Affiliate of Buyer in the form attached as Exhibit F hereto.


 


“Fundamental Representations”
means, (i) with respect to Seller, the representations and warranties contained in Sections 3.02, 3.08, 3.09, 3.15, 3.21, 3.24(b)
and 3.25(e) through (j), and (ii) with respect to Buyer, the representations and warranties contained in Sections 4.02, 4.08,
4.10 and 4.11.


 


“GAAP” means generally
accepted accounting principles in the United States.


 


“GE” means General Electric
Company.


 


“GE Agreement” means
the Purchase and Exchange Agreement by and between Crompton Corporation and General Electric Company dated as of April 24, 2003.


 


“GE Environmental Indemnity”
means the obligations of GE pursuant to the GE Agreement to indemnify, defend and hold harmless Chemtura Corporation against any
Losses (as that term is defined in the GE Agreement) and other responsibilities in respect of environmental matters pertaining
to the Business facility located in Morgantown, West Virginia, including without limitation as set forth in Section 2.9 (Excluded
GE Liabilities), Section 5B (Remediation of SC Environmental Conditions), and Section 9.3 (General Agreement to Indemnify) of
the GE Agreement.


 


“German Asset Sale Agreement”
means the agreement by and among German Seller and German Buyer relating to the purchase and sale of certain Purchased Assets
as well as the assumption of certain Assumed Liabilities, executed and delivered in front of a German notary public on November
10, 2012 and included as Exhibit G hereto.


 


“German Assignment and Assumption
Agreement” means the German Assignment and Assumption Agreement executed and delivered in front of a German notary
public substantially in the form attached hereto as Exhibit H.


 


“German Buyer” means
Blitz 12-273 GmbH (SK Blue Bavaria GmbH in future).


 


“German Purchase Price”
means the aggregate purchase price to be paid by German Buyer to German Seller under the German Asset Sale Agreement and the German
Real Estate Transfer Agreement in the amount of $15,051,272.


 


“German Real Estate”
means the real property, registered in the Land Register (Grundbuch) of Waldkraiburg kept at the Local Court (Amtsgericht) of
Mühldorf a. Inn, under vol. 140, folio 4293, plots 492/1, 458/83, 458/84 and 458/85, as well as under vol. 108, folio 3285,
plots 493/2, 493/3, 16/2, 495 and 494, in each case together with all buildings and integral parts.


 




    	9



    	 



    

 


“German Real Estate Transfer Agreement”
means the agreement, by and among German Seller and German Buyer, relating to the purchase and sale as well as the conveyance
of title of the German Real Estate, executed and delivered in front of a German notary public on November 10, 2012 and included
as Exhibit I hereto.


 


“German Seller” means
Chemtura Manufacturing Germany GmbH.


 


“Governmental Authority”
means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department,
court, agency or official, including any political subdivision thereof.


 


“Governmental Order”
means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.


 


“GSI JV Articles of Association”
means the Articles of Association of the GSI JV as amended from time to time.


 


“GSI JV Amendment” means
the amendment to the GSI JV Articles of Association reflecting the transfer of the GSI JV Shares to Buyer in the form reasonably
agreed to by the parties.


 


“GSIS JV” means Gulf
Stabilizers Industries Sales FZCO, a free zone company organized and existing under the laws of the United Arab Emirates.


 


“GSIS Receivable” means
Seller’s indirect portion of the receivable from GSI JV to GSIS JV, which portion was equal to approximately $332,000 as
of June 30, 2012.


 


“Guarantee” means the
Guarantee by Addivant USA, each other ABL Borrower and ABL Guarantor (in each case as defined in the Notes in the form attached
hereto as Exhibit J) in favor of Seller in its capacity as “Payee” under the Notes in the form attached hereto as
Exhibit J.


 


“Hazardous Materials”
means any waste, chemical, substance, product, pollutant or material, whether solid, liquid or gaseous, in each case, that (i)
is or contains asbestos, polychlorinated biphenyls, radioactive material, oil or petroleum or any fraction thereof, (ii) requires
removal, remediation or reporting under any Environmental Law, or is defined, listed or identified as a “contaminant”,
“pollutant”, “toxic substance”, “toxic material”, “hazardous waste” or “hazardous
substance” or words of similar meaning and regulatory effect thereunder or (iii) is toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is regulated as such by any applicable Governmental
Authority under any applicable Environmental Law.


 




    	10



    	 



    

 


“HSR Act” means the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.


 


“Indebtedness” means,
at any time and with respect to any Person, (i) all indebtedness of such Person for borrowed money; (ii) all indebtedness of such
Person for the deferred purchase price of property or services (other than property, including inventory, and services purchased,
and expense accruals and deferred compensation items arising, in the ordinary course of business); (iii) all obligations of such
Person evidenced by notes, bonds, debentures or other similar instruments (other than performance, surety and appeal bonds arising
in the ordinary course of business); (iv) all indebtedness of such Person created or arising under any conditional sale or other
title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller
or lender under such agreement in the event of default are limited to repossession or sale of such property); (v) all obligations
of such Person under capitalized leases; (vi) all reimbursement, payment or similar obligations of such Person, contingent or
otherwise, under acceptance, letter of credit or similar facilities and all obligations of such Person in respect of (x) currency
swap agreements, currency future or option contracts and other similar agreements designed to hedge against fluctuations in foreign
interest rates and (y) interest rate swap, cap or collar agreements and interest rate future or option contracts; and (vii) all
Indebtedness referred to in clauses (i) through (vi) above guaranteed directly or indirectly by such Person.


 


“Intellectual Property Right”
means all U.S. and foreign rights (and related priority rights) in, arising out of, or associated with: (i) patents, patent applications,
invention disclosures and all related continuations, continuations-in-part, divisionals, reissues, reexaminations, substitutions,
and extensions thereof (“Patents”), (ii) trademarks, service marks, corporate names, trade names, domain names,
logos, slogans, trade dress, design rights, and other similar designations of source or origin, together with the goodwill symbolized
by any of the foregoing (“Trademarks”), (iii) copyrights and copyrightable subject matter (“Copyrights”),
(iv) trade secrets and all other confidential or proprietary information, know-how, inventions, processes (including manufacturing
processes), formulae and formulations, models, and methodologies (excluding, for the avoidance of doubt, Patents) (“Trade
Secrets”) and (v) all applications and registrations for the foregoing and any other type of proprietary intellectual
property right, including the right to sue at law or in equity for all claims or causes of action arising out of or related to
any past, present or future infringement, misappropriation or violation of any of the foregoing, including the right to receive
all proceeds and Damages therefrom.


 


“Inventories” means,
as of a particular time, all raw materials, work-in-process materials, finished goods inventory, goods-in-transit and packaging
materials used or held for use by the Business (excluding the JVs) including those on consignment where the Business (excluding
the JVs) is the consignor or held in the possession of any third party, but excluding raw materials and work-in-process materials
held at the Retained Facilities (other than any Retained Facility which is a warehouse) other than raw materials and work-in-process
materials held at the Pedrengo Facility which are attributable to the Business, provided that, for the avoidance of doubt, MRO
shall not be considered Inventory.


 




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“IT Applications” means
the technology set forth on Schedule 7.17.


 


“JV Debt Guarantees”
means the guarantee agreements identified on Schedule 1.01(a).


 


“JV Documents” means
the documents identified on Schedule 1.01(a).


 


“JV Plan” means any
“employee benefit plan” as defined in Section 3(3) of ERISA (whether or not subject to ERISA) or other plan, program,
policy, arrangement or agreement, whether written or oral, providing for present or future compensation or benefits to any employee
of any JV or any of its Subsidiaries (i) that is maintained, sponsored or contributed to by any JV, any of its Subsidiaries or
any of their respective ERISA Affiliates or (ii) with respect to which any JV or any of its Subsidiaries could have any liability,
including any change-in-control, severance, bonus, pension, profit-sharing, equity, equity-based compensation, incentive, deferred
compensation, medical, dental, vision, prescription, disability, life insurance, vacation or fringe benefit plan, program, policy,
arrangement or agreement.


 


“knowledge of Seller,”
“Seller’s Knowledge” or any other similar knowledge qualification in this Agreement means to the actual
knowledge (after due inquiry) of Peter Smith, Kevin Maher, Alan Schutzman, Anne Noonan, Steven Schmedlin, Michael McCloskey, Don
Culhane, Maurizio Polla (only with respect to matters regarding the Pedrengo Facility and the portion of the Business with respect
thereto), Kirstin Etela (only with respect to environmental regulatory matters), Raman Iyer (only with respect to environmental
matters), Mohammed Badawi Mahgoub (only with respect to matters relating to GSI JV), Wangoo Cho (only with respect to matters
related to Asia JV) and George Romanik (only with respect to intellectual property matters).


 


“Liabilities” of a Person
means any debt, liability, claim, demand, expense, commitment or obligation (whether direct or indirect, absolute or contingent,
accrued or unaccrued, liquidated or unliquidated, known or unknown, asserted or unasserted, determined, determinable or otherwise,
or due or to become due) of every kind and description and including all costs and expenses related thereto, whether or not required
by GAAP to be accrued on the financial statements of such Person.


 


“License Agreement”
means the Cross-License Agreement dated as of the Closing Date in the form attached hereto as Exhibit K.


 


“Licensed Intellectual Property”
means Intellectual Property Rights licensed by Seller or its Affiliates from third parties and used or held for use by Seller
or its Affiliates in the Business (other than Business Intellectual Property Rights).


 


“Licenses” means all
of the licenses, permits, registrations, certifications, approvals and other governmental authorizations required for the ownership,
leasing or operation of the Business, the Purchased Assets and the Real Property as conducted as of the Original APA Date.


 




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“Lien” means any lien,
mortgage, pledge, encumbrance, charge, security interest, adverse claim, liability, interest, preference, priority, transfer restriction
(other than restrictions under the Securities Act and state securities laws), encroachment, order, option, warrant, right of first
refusal, title retention agreement, easement, profit, judgment, servitude, right of way or covenant.


 


“LRP” means the Long
Range Plan of the Business provided to Buyer prior to the date hereof.


 


“LTM Average Trade Accounts Payable”
means (i) the sum of Trade Accounts Payable as of the close of business on the last day of each month during the 12-month period
ended September 30, 2012 as calculated in accordance with the Calculation Principles divided by (ii) 12.


 


“Major Countries” means
(i) the United States, (ii) Canada, (iii) Mexico, (iv) China, (v) Japan and (vi) each European country in which, as of the date
hereof, the Business (including the JVs) (A) manufactures products with aggregate sales of at least $2 million or (B) otherwise
has revenues of at least $2 million, in the case of clauses (A) and (B) during the prior twelve (12) months.


 


“Material Adverse Effect”
means a material adverse effect on (i) the condition (financial or otherwise), business, assets or results of operations of the
Business, the JVs, the Purchased Assets and the Assumed Liabilities, taken as a whole, or (ii) the ability of Seller to consummate
the transactions contemplated by this Agreement, excluding, for purposes of clause (i) only, any effect resulting from (A) changes
in GAAP or changes in the regulatory accounting requirements applicable to any industry in which the Business or any JV operates,
(B) changes in the financial or securities markets (including the banking or currency markets) or changes in the general economic
or political conditions in the United States or abroad, (C) changes (including changes of Applicable Law) or conditions generally
affecting the industry in which the Business or any JV operates, (D) acts of war (whether or not declared), sabotage or terrorism
or natural disasters or any escalation or worsening thereof, (E) the announcement, pendency or consummation of the transactions
contemplated by this Agreement, (F) any changes in interest rates generally or in a relevant market, (G) any failure of the Business,
any JV, Seller or any Affiliate of Seller to meet any internal or published or third party budgets, projections, forecasts or
predictions of financial performance for any period (it being understood that this clause (G) shall not prevent Buyer from asserting
that any fact or circumstance that may have contributed to such failure independently constitutes or contributes to a Material
Adverse Effect) or (H) any failure to obtain or delay in obtaining any regulatory approval necessary to market or commercialize
Weston 705; provided, that any adverse effects referred to in clauses (A), (B), (C), (D) or (F) shall be excluded only
to the extent that such matters do not have a disproportionate impact on the Business relative to other businesses which operate
in the same industries and geographies as the Business.


 


“MRO” means maintenance,
repair and operating supplies of the Business (excluding the JVs).


 




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“Non-U.S. Assumed Liabilities”
mean all the Assumed Liabilities other than the U.S. Assumed Liabilities.


 


“Non-U.S. Purchased Assets”
means all the Purchased Assets other than the U.S. Contributed Assets.


 


“Note” means each of
(i) a promissory note, in the form attached hereto as Exhibit L, to be issued at the Closing by Addivant Switzerland GmbH and
(ii) if issued pursuant to Section 9.12, a promissory note, in the form attached hereto as Exhibit L, to be issued by Addivant
USA, in each case to Seller or an Affiliate of Seller.


 


“Original APA Date”
means November 9, 2012.


 


“Patent Assignment Agreement”
means the Patent Assignment Agreement dated as of the Closing Date in the form attached hereto as Exhibit M.


 


“PBGC” means the Pension
Benefit Guaranty Corporation.


 


“Pedrengo Assets” means
those assets set forth on Schedule 5.04(a).


 


“Pedrengo Facility”
means the facility of Seller located in Pedrengo, Italy.


 


“Pre-Closing Tax Period”
means (i) any Tax Period ending on or before the Closing Date and (ii) with respect to a Tax Period that commences on or before
but ends after the Closing Date, the portion of such period up to and including the Closing Date.


 


“Person” means an individual,
corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental
Authority.


 


“Preferred Stock” means
9,176.689 shares of Series A preferred stock of Addivant Holdings, the material terms of which are set forth on the term sheet
attached as Exhibit N hereto.


 


“Product Supply Agreement”
means the Product Supply Agreement dated as of the Closing Date in the form attached hereto as Exhibit O.


 


“R&D Assets” means
all machinery, equipment, hardware, spare parts, tools, test equipment, furniture, fixtures, vehicles and other personal property
related primarily to the Business and located in Seller’s research and development facilities in (i) Trafford Park, UK,
(ii) Nanjing, China and (iii) Naugatuck, Connecticut, including such assets set forth on Schedule 1.01(a).


 


“REACH” means Regulation
(EC) No. 1907/2006 of the European Parliament and of the Council of 18 December 2006 concerning the Registration, Evaluation,
Authorization and Restriction of Chemicals, O.J. 2006 L 396/1, as amended from time to time.


 




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“Registered Intellectual Property”
means all United States and foreign: (i) issued Patents and Patent applications; (ii) Trademark registrations and Trademark registration
applications; (iii) Internet domain names; and (iv) Copyright registrations and Copyright registration applications.


 


“Release” means any
release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration at, into
or onto the environment, including movement through or in the environment, whether sudden or non-sudden and whether accidental
or non-accidental, or any release, emission or discharge as those terms are defined in any applicable Environmental Law.


 


“Remedial Action” means
any investigation, remediation, clean-up, abatement, removal or monitoring (or words of similar import) of Hazardous Materials.


 


“Representatives” means,
when used with respect to a Person, the directors, officers, employees, consultants, financial advisors, accountants, legal counsel,
investment bankers, and other agents, advisors and representatives of such Person and its Subsidiaries.


 


“Retained Environmental Liabilities”
means Environmental Liabilities to the extent relating to (i) any third party waste disposal site in relation to any transportation
by or on behalf of Seller or its Affiliates, prior to the Closing Date, of Hazardous Materials from the Real Property to any other
third-party facility for disposal; (ii) any real properties that were previously owned, leased or operated by Seller or its Affiliates
in connection with the Business but which are not owned, leased or operated by Seller or its Affiliates as of the date hereof;
(iii) any action, suit or proceeding by any third party to the extent alleging personal injury from human exposure to Hazardous
Materials in any product of the Business but only to the extent such specific product was actually manufactured, assembled, distributed,
supplied and sold by Seller or any predecessor or Affiliate of Seller prior to the Closing Date; (iv) all Damages for which GE
is contractually obligated to indemnify Chemtura Corporation pursuant to the GE Environmental Indemnity but only to the extent
of any such Damages that are paid or incurred by GE; and (v) any businesses of Seller other than the Business (as currently or
previously conducted).


 


“Retained Facilities”
means all facilities owned, leased or operated by Seller and its Affiliates (for the avoidance of doubt, excluding the JVs) other
than the Acquired Facilities.


 


“Retained Plans” means,
all Employee Plans other than (i) the Assumed Plans and (ii) the Transferred Pension Plan.


 


“SAR” means the lawful
currency of the Kingdom of Saudi Arabia.


 


“Saudi Arabian Ministry of Commerce
and Industry” means the Ministry of Commerce and Industry of the Kingdom of Saudi Arabia.


 


“Saudi Arabian General Investment
Authority” means the General Investment Authority of the Kingdom of Saudi Arabia.


 




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“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission from
time to time thereunder (or under any successor statute).


 


“Seller Intellectual Property”
means all Intellectual Property Rights owned, used or held for use by Seller and its Affiliates in connection with the Business,
including the Business Intellectual Property Rights and Licensed Intellectual Property.


 


“Seller Functional Fluids”
means any and all (i) lubricants, lubricating oils and greases, including for use in internal combustion engines, gears, turbines,
compressors, transmissions or chains, (ii) metalworking fluids, including for use in grinding, sawing, drilling or forming, (iii)
heat transfer fluids, (iv) cooling fluids, (v) hydraulic fluids and (vi) transformer fluids.


 


“Shared Asset” means
any tangible personal property, other than Inventories, held by or located in any of the Retained Facilities; provided
that the Shared Assets do not include the Pedrengo Assets, the Dedicated Assets or the R&D Assets.


 


“Site Sharing and Supply Agreement”
means the Site Sharing and Supply Agreement dated as of the Closing Date in the form attached hereto as Exhibit P.


 


“SOCPA” means
the Saudi Organization for Certified Public Accountants.


 


“Software” means (i)
software, firmware, middleware and computer programs, including any and all software implementations of algorithms, models and
methodologies, whether in source code, object code, executable or binary code, (ii) descriptions, flow-charts and other work product
used to design, plan, organize, maintain, support or develop any of the foregoing, and (iii) all documentation, including programmers’
notes and source code annotations, user manuals and training materials relating to any of the foregoing, including any translations
thereof.


 


“Stockholders’ Agreement”
means a stockholders’ agreement of Addivant Holdings on the terms set forth on Exhibit N hereto, in form reasonably
acceptable to Buyer and Seller, to be executed by Buyer, Seller and Addivant Holdings.


 


“Subsidiary” means,
with respect to any entity, any other entity of which (i) securities or other ownership interests having ordinary voting power
to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly
owned by such first entity or (ii) such first entity is a general partner or managing member; provided that none of the
JVs nor GSIS JV shall be considered a Subsidiary of Seller or any of its Affiliates. 


 


“Tax” means any tax,
governmental fee or other like assessment or charge of any kind whatsoever (including, but not limited to, withholding on amounts
paid to or by any Person), together with any interest, penalty, addition to tax or additional amount, and any liability for any
of the foregoing whether as a primary obligor or arising as a result of being or having been a member of any consolidated, combined,
unitary or other group, as transferee or successor.


  




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“Taxing Authority” means
any Governmental Authority (domestic or foreign) responsible for the imposition or collection of any Tax.


 


“Tax Return” means any
Tax return, statement, report, election, declaration, disclosure, schedule or form (including any estimated tax or information
return or report) filed or required to be filed with any Taxing Authority including any attachments thereto and any amendment
thereof.


 


“Trade Accounts Payable”
means, as of a particular time, the accrued liabilities and the net trade accounts payable of the Business.


 


“Trade Accounts Receivable”
means, as of a particular time, the net trade accounts receivable and notes receivable of the Business (including receivables
from Seller, Seller’s Affiliates and the JVs).


 


“Trademark Assignment Agreement”
means the Trademark Assignment Agreement dated as of the Closing Date in the form attached hereto as Exhibit Q.


 


“Transaction Documents”
means each of (i) this Agreement, (ii) the Product Supply Agreement, (iii) the License Agreement, (iv) the Transition Services
Agreement, (v) the Assignment and Assumption Agreement, (vi) the Patent Assignment Agreement, (vii) the Trademark Assignment Agreement,
(viii) the French Offer Letter, (ix) the German Asset Sale Agreement, (x) the German Assignment and Assumption Agreement, (xi)
the German Real Estate Transfer Agreement, (xii) the GSI JV Amendment, (xiii) the French Assignment and Assumption Agreement,
(xiv) the French Real Estate Transfer Agreement, (xv) the Notes, (xvi) the Product Supply Agreement, (xvii) the Site Sharing and
Supply Agreement, (xviii) the Data Transfer Agreement, (xix) the Stockholders’ Agreement, (xx) the Guarantee and (xxi) any
bill of sale, stock power or similar instrument of transfer delivered pursuant hereto.


 


“Transferred Pension Plan PBO”
means the aggregate projected benefit obligation for the Transferred Pension Plan Participants determined under GAAP, consistently
applied, as of the Closing Date, using (i) Towers Watson’s proprietary RATE:Link software using the 40th-90th percentiles
of available bonds as of the final day of the last complete calendar month that occurs prior to the Closing Date (or as of the
Closing Date if the Closing Date occurs on the final day of a calendar month) in order to determine the interest rates for retirees,
terminated vested and active participants, (ii) separate mortality rates for non-annuitants (based on RP-2000 “Employees”
table without collar or amount adjustments, projected to 2028 using Scale AA) and annuitants (based on RP-2000 “Healthy
Annuitants” table without collar or amount adjustments, projected to 2020 using Scale AA) and (iii) all other demographic
assumptions used for the January 1, 2012 valuation of the Seller Pension Plan, which may be updated as agreed between Buyer’s
actuary and Seller’s actuary


 


“Transition Services Agreement”
means the Transition Services Agreement dated as of the Closing Date in the form attached hereto as Exhibit R.


 




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“TSCA” means the Toxic
Substance Control Act of 1976, 15 U.S.C. §§2601-2692, as amended from time to time.


 


“U.S. Assumed Liabilities”
means all Assumed Liabilities which, immediately prior to the Closing, are Liabilities of Seller, including, for the avoidance
of doubt the Liabilities under, relating to or in respect of the Transferred Pension Plan, and such other Assumed Liabilities
as Buyer and Seller may mutually agree pursuant to Section 2.09(c) not less than five (5) Business Days prior to the Closing Date.


 


“U.S. Contributed Assets”
means all Purchased Assets which, immediately prior to the Closing, are held by Seller, the receivable relating to the shareholder
loan to GSI, the Purchased Assets specified in Section 2.02(s) and such other Purchased Assets as Buyer and Seller may mutually
agree pursuant to Section 2.09(c) not less than five (5) Business Days prior to the Closing Date.


 


"U.S. Dollar", "Dollar",
"U.S.$", "$" and "USD" each means the lawful currency of the United States
of America.


 


“U.S. Dollar-Denominated
Portion of the Business” means, (i) with respect to Working Capital, Base Closing Working Capital, Estimated Closing
Working Capital and Closing Working Capital, all elements of Estimated Closing Working Capital and Closing Working Capital (calculated
in accordance with the Calculation Principles) which relate to those Affiliates of Seller which are engaged in the Business (other
than the U.S. Portion of the Business) and which are organized in a country other than Switzerland or any country in continental
Europe and (ii) with respect to Trade Accounts Payable, those Trade Accounts Payable which are payable by those Affiliates of
Seller which are engaged in the Business and are organized under the laws of a country other than Switzerland or any country in
continental Europe.


 


“U.S. Portion of the Business”
means, (i) with respect to Working Capital, Base Closing Working Capital, Estimated Closing Working Capital and Closing Working
Capital, all elements of Estimated Closing Working Capital and Closing Working Capital (calculated in accordance with the Calculation
Principles) which relate to Seller and (ii) with respect to Closing MRO, MRO which is held by Seller.


 


“VAT” means value added
tax.


 


“Working Capital” means,
as of any given date, the Trade Accounts Receivable (other than Trade Accounts Receivable from Seller, or any of its Subsidiaries
or Affiliates, but including Trade Accounts Receivable of the Business payable by any JV) plus Inventories as of such date,
in each case calculated in accordance with the Calculation Principles; provided that Working Capital shall not include the “Other
Current Assets” and “Other Non-Current Assets” in each case in the column entitled “Purchased Assets and
Assumed Liabilities” on the statement of net assets and liabilities of the Business as at June 30, 2012 included in the
Financial Information.


 




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(a)          Each
of the following terms is defined in the Section set forth opposite such term:


 


	Term	 	Section
	358(h)(1) Liabilities	 	8.03
	358(h)(1) Schedule	 	8.03
	Additional Pension Note	 	9.12(b)
	Addivant Indemnitors	 	9.13(a)
	Addivant Holdings	 	Preamble
	Addivant USA	 	Recitals
	Agreement	 	Preamble
	Allocation Statement	 	2.07(a)
	Anticipated Net Transferred Pension Liability	 	9.12(a)
	Asia JV	 	Recitals
	Asia JV Asset	 	5.04(a)
	Asia JV Audited Financial Statements	 	3.05(a)
	Asia JV Shares	 	Recitals
	Asia JV Stock	 	Recitals
	Assumed Employment Liabilities	 	2.04
	Assumed Liabilities	 	2.04
	Auditor	 	2.07(b)
	Basket Amount	 	11.02(a)
	Bonus	 	9.05
	Bonus Eligible Employee	 	9.05
	Bonus Year	 	9.05
	Business Contracts	 	2.02(d)
	Buyer	 	Preamble
	Buyer Indemnified Parties	 	11.02(a)
	Buyer Plans	 	9.01(a)
	Cap	 	11.02(a)
	Catenoy Asset	 	5.04(a)
	Catenoy FA Requirements	 	7.04
	Closing	 	2.08(a)
	Closing MRO Schedule	 	7.14(a)
	Closing Working Capital Schedule	 	2.10(a)
	Company Products	 	3.16
	Company Securities	 	3.08(b)
	Compliant Offer	 	9.03
	Consultation Process	 	2.01(c)
	Continuing Employee	 	9.01(a)
	Debt Financing	 	4.05
	Debt Financing Commitment	 	4.05
	De Minimis Amount	 	11.02(a)
	DOL	 	9.13(a)


 




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	Term	 	Section
	Employee List	 	3.22(b)
	Employee Plans	 	1.01(a)
	Environmental Matters	 	11.06(b)
	End Date	 	12.01(b)
	Equity Financing	 	4.05
	Equity Financing Commitment	 	4.05
	Equity Investor	 	4.05
	Estimated Closing Working Capital	 	2.08(b)
	Excluded Assets	 	2.03
	Excluded Liabilities	 	2.05
	Excluded Records	 	2.03(o)
	Existing Environmental Orders	 	7.10
	FCPA	 	3.26(a)
	Final Closing MRO	 	7.14(e)
	Final Closing Working Capital	 	2.11(a)
	Financing	 	4.05
	Financing Alternative	 	7.13(d)
	Financial Information	 	3.04(a)
	Financing Commitments	 	4.05
	French Assets	 	2.01(c)
	French Going Concern Purchase Price	 	2.01(d)
	French Liabilities	 	2.01(c)
	French Purchase Price	 	2.01(d)
	French Real Estate Price	 	2.01(d)
	GE Claim	 	11.06(d)(i)
	GE Reimbursement Amount	 	1.01
	GSI Financial Information	 	3.06(a)
	GSI JV	 	Recitals
	GSI JV Audited Financial Statements	 	3.06(a)
	GSI JV Shares	 	Recitals
	GSI JV Stock	 	Recitals
	GSI Reporting Package	 	3.06(a)
	Indemnified Party	 	11.03(a)
	Indemnifying Party	 	11.03(a)
	Information Systems	 	3.19(i)
	Initial Pension Note	 	9.12(a)
	Initial Pension Transfer Amount	 	9.11(c)
	Insurance Policy	 	7.04(b)
	IRS	 	9.11(b)
	JV Shares	 	Recitals
	JVs	 	Recitals
	Key Employee	 	5.01(a)(iv)
	Korean GAAP	 	3.05(a)


 




    	20



    	 



    

 


	Term	 	Section
	KTN Asset	 	5.04(a)
	Leave Return Date	 	9.01(a)
	Major Country Patents and Trademarks	 	5.05
	Material Contracts	 	3.11(a)
	Money Market Account	 	9.11(d)
	Net Transferred Pension Liability	 	9.12
	Non-Core Employee	 	3.22(b)
	Non-Major Country Patents and Trademarks	 	5.05
	Non-US Antitrust Laws	 	7.02(b)(ii)
	Non-U.S. Purchase Price	 	2.07(a)
	OFAC	 	3.26(d)
	Offer	 	2.01(d)
	Original APA	 	Recitals
	Pedrengo Inventory Costs	 	5.04(b)
	Pedrengo Transfer Costs	 	5.04(a)
	Pension Transfer Amount	 	9.11(c)
	Pension Transfer Liability	 	9.11(c)
	Pension True-Up Amount	 	9.11(d)
	Permits	 	3.14(a)
	Permitted Liens	 	3.18(b)(v)
	Post-Closing Tax Period	 	8.01(b)
	Pro Rata Bonus	 	9.05
	Purchase Price	 	2.07(a)
	Purchased Assets	 	2.02
	Real Property	 	3.18(a)
	Related Persons	 	3.27
	Required Financing Alternative	 	7.13(c)
	Seller	 	Preamble
	Seller Business Employee	 	3.22(b)
	Seller Indemnified Parties	 	11.02(b)
	Seller Pension Plan	 	9.11(a)
	Seller’s Marks	 	2.03(d)
	Specified Assets	 	2.09(b)
	Surety Bond	 	7.04(b)(i)
	Third Party Claim	 	11.03
	Third Party Rights	 	2.06
	Trafford Park Asset	 	5.04(a)
	Transactions	 	7.02(c)(i)
	Transfer Taxes	 	8.01(c)
	Transferred Pension Indemnification Period	 	9.13(b)
	Transferred Pension Plan	 	9.11(b)
	Transferred Pension Plan Participant	 	9.11(a)
	Unknown Pre-Closing Environmental Liabilities	 	11.02(a)(iii)


 




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	Term	 	Section
	U.S. Purchase Price	 	2.07(a)
	USW	 	9.06
	Waldkraiburg Asset	 	5.04(a)
	WARN Act	 	7.08
	Warranty Breach	 	11.02(a)(i)
	 	 	 





Section
1.02         Other Definitional and Interpretative Provisions.
The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included
for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections,
Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits
and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth
in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning
as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the
singular. Whenever the words “include”, “includes” or “including” are used in this Agreement,
they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by
those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing
and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed
to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any
agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with
the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References
from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References
to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all Applicable
Law. 


 


ARTICLE
2


Purchase
and Sale


 


Section
2.01         Purchase and Sale of JV Shares and transfer of the French Assets
and French Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Seller
agrees to sell, and to cause its Affiliates to sell, to Buyer or to Buyer’s designated Subsidiaries, and Buyer agrees to
purchase, or to cause one of its Subsidiaries designated not less than two (2) Business Days prior to the Closing Date to purchase,
from Seller and its Affiliates, the JV Shares, free and clear of all Liens, at the Closing.


 


(b)          Notwithstanding
anything to the contrary contained herein, Sections 2.02 through 2.05 and Section 11.02(a)(iii) shall not apply to the assets
and liabilities of the JVs and none of such assets or liabilities shall constitute Purchased Assets, Excluded Assets, Assumed
Liabilities, Excluded Liabilities or Unknown Pre-Closing Environmental Liabilities; provided that the foregoing shall not
limit any representation or warranty made by Seller with respect to any JV or any indemnification with respect to breaches or
inaccuracies thereof.


 




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(c)          The
parties acknowledge that, under the French labor code (code du travail), the competent employees’ representatives
bodies of Chemtura France SAS must be informed and consulted (such process of informing and consulting, the “Consultation
Process”) with respect to the sale of the assets of Chemtura France SAS of the type described in the definition of Purchased
Assets (the “French Assets”) and the assumption of the liabilities of Chemtura France SAS of the type described
in the definition of Assumed Liabilities (the “French Liabilities”) before Seller can commit to the sale of
the French Assets and the French Liabilities.


 


(d)          On
the terms and conditions set forth in the French Offer Letter (which was delivered pursuant to the Original APA), including the
price specified therein for the transfer of the French Assets (excluding the French Real Estate) and the assumption of the French
Liabilities (the “French Going Concern Purchase Price”) and the price specified therein for the transfer of
the French Real Estate (the “French Real Estate Price” and, together with the French Going Concern Purchase
Price, the “French Purchase Price”), Buyer has irrevocably offered to acquire the French Assets and assume
the French Liabilities, subject to the provisions of Article 10 hereof (the “Offer”), and Seller hereby confirms
that Chemtura France SAS has satisfied its obligations with respect to the Consultation Process and that Chemtura France SAS hereby
accepts the Offer as set forth in the French Offer Letter (as amended, mutatis mutandis by this Agreement). The Parties
hereby agree that, for purposes of this Agreement (i) the Purchased Assets shall include the French Assets, (ii) the Assumed Liabilities
include the French Liabilities, (iii) the French Assets and the French Liabilities shall be considered part of the Business and
(iv) the Non-U.S. Purchase Price to be paid on Closing by Buyer to Seller shall include the French Purchase Price. For the avoidance
of doubt, the parties acknowledge and agree that acceptance of the Offer is effective without delivery of the Acceptance Notice
which is attached as an exhibit to the French Offer Letter.


 


Section
2.02         Purchase and Sale of the Purchased Asset .
Upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase, or to cause one of its Subsidiaries
designated not less than two (2) Business Days prior to the Closing Date to purchase, from Seller and its Affiliates and Seller
agrees to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer,
or to Buyer’s designated Subsidiary, at the Closing, free and clear of all Liens, other than Permitted Liens, all of Seller’s
and its Affiliates’ right, title and interest in, to and under all assets, properties and businesses, of every kind and
description, owned, held or used primarily in the conduct of the Business by Seller and its Affiliates, in each case as the same
shall exist on the Closing Date (collectively, the “Purchased Assets”), including all right, title and interest
of Seller and its Affiliates in, to and under the following Purchased Assets:


 


(a)          the
real property and leases of, and other interests in, real property, in each case together with all buildings, fixtures and improvements
erected thereon listed on Schedule 3.18(a);


 




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(b)          all
machinery, equipment, hardware, spare parts, tools, test equipment, furniture, fixtures, vehicles and other personal property
and interests therein, including the Dedicated Assets and the R&D Assets;


 


(c)          all
information technology assets, including those listed on Schedule 2.02(c);


 


(d)          all
Contracts to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates is bound (the “Business
Contracts”) and the Business IP Contracts, including the Material Contracts listed on Schedule 3.11 (it being understood
that, notwithstanding anything in this Section 2.02 to the contrary, no Contracts related to any Intellectual Property Rights,
Software or the development of technology shall be deemed to be included in the Purchased Assets other than the Business IP Contracts);


 


(e)          all
Business Intellectual Property Rights (it being understood that, notwithstanding anything in this Section 2.02 to the contrary,
no Intellectual Property Rights shall be deemed to be included in the Purchased Assets other than the Business Intellectual Property
Rights);


 


 


(f)          all
accounts, notes and other receivables, including all Trade Accounts Receivable and any other receivable due from GSI JV;


 


(g)          all
credits, deferred charges, advanced payments, claims for refund, rebate or reimbursement and prepaid expenses, including leases
and rentals;


 


(h)          all
licenses, permits, franchises, qualifications, orders or other governmental authorizations, or waivers of any of the foregoing,
including those set forth on Schedule 2.02(h);


 


(i)          all
books, records, ledgers, documents, correspondence, lists, plans, specifications, plats, surveys, drawings, advertising and promotional
materials, financial statements, internal audits or compliance reports, health and safety reports, files and papers, whether in
hard copy or computer format, including any information relating to any Tax imposed on the Purchased Assets and personnel records
for all Continuing Employees (excluding personnel records that cannot be transferred to Buyer in compliance with Applicable Law),
including all pending, interim and final analytical data, physical and chemical properties data, toxicological and environmental
data and exposure-related data;


 


(j)          all
rights under or pursuant to warranties, representations or guarantees made by suppliers, manufacturers or contractors in connection
with products or services provided with respect to the Business and all causes of action against third parties relating to the
Business;


 


(k)          all
goodwill associated with the Purchased Assets;


 


(l)          subject
to Section 5.04, the Pedrengo Assets;


 


(m)          all
Inventories and MRO other than MRO at the Retained Facilities, provided that MRO attributable to the Business at the Pedrengo
Facility shall be Purchased Assets (for the avoidance of doubt, any raw materials or work in process materials held at Retained
Facilities that are warehouses shall be Purchased Assets);


 




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(n)          the
Trademarks and names set forth on Schedule 2.02(n) and all goodwill associated therewith;


 


(o)          all
assets relating to the Assumed Plans, provided that, to the extent Buyer does not assume all Liabilities relating to a particular
Assumed Plan, then Purchased Assets shall, with respect to such Assumed Plan, include only the portion of such Assets relating
to such Liabilities assumed by Buyer, as determined using reasonable actuarial assumptions to the extent the portion of such Assets
relating to such assumed Liabilities is not otherwise readily determinable;


 


(p)          all
utility assurance deposits and deposits for customs bonds, including those set forth on Schedule 2.02(p);


 


(q)          any
proceeds held in that certain trust fund established with Deutsche Bank AG by Chemtura Corporation as grantor for the benefit
of the Alabama Department of Environmental Management related to that certain Deutsche Bank AG irrevocable standby letter of credit
number DBS-16071 previously established for the benefit of the Alabama Department of Environmental Management by the applicant
Chemtura Corporation, a statement of which account as of December 31, 2012 is attached as Schedule 2.02(q) hereto;


 


(r)          all
Tax refunds with respect to any Tax for which Buyer is liable pursuant to this Agreement; and


 


(s)          the
assets corresponding to the Pension Transfer Amount, as determined pursuant to Section 9.11.


 


Notwithstanding anything to the contrary
in this Agreement, for all purposes under this Agreement (including the representations and warranties set forth in Article 3,
the covenants set forth in Article 5 and Article 7 and any indemnification with respect to the foregoing) except this Section
2.02, the German Real Estate shall be deemed to be a Purchased Asset.


 


Section
2.03         Excluded Assets. Buyer expressly
understands and agrees that all of the assets of Seller and its Affiliates other than the Purchased Assets shall remain the property
of Seller and its Affiliates (collectively, the “Excluded Assets”). Notwithstanding anything to the contrary
contained herein, including the definition of Purchased Assets, Excluded Assets shall include the following:


 


(a)          all
of the cash on hand and in banks and Cash Equivalents of Seller and its Affiliates (other than the cash on hand and in banks and
Cash Equivalents of the JVs), including those set forth on Schedule 5.10;


 




    	25



    	 



    

 


(b)          all
raw materials, MRO and work-in-process materials held at the Retained Facilities, other than raw materials, MRO and work-in-process
materials held at the Pedrengo Facility attributable to the Business;


 


(c)          subject
to Section 5.06, insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder;


 


(d)          the
Trademarks and names set forth on Schedule 2.03(d) and all goodwill associated therewith (the “Seller’s Marks”);


 


(e)          the
Common Molecule IPR;


 


(f)          all
rights and interests of Seller and its Affiliates in and to information technology assets located in Naugatuck, Connecticut, Middlebury,
Connecticut or West Lafayette, Indiana not listed on Schedule 2.02(c);


 


(g)          all
Intellectual Property Rights owned by Seller or its Affiliates other than the Business Intellectual Property Rights;


 


(h)          all
minute books and corporate records of Seller and its Affiliates to the extent not relating primarily to the Business;


 


(i)          all
records relating to the current or former employees or consultants of the Business, other than such employee and consultant records
relating to the Continuing Employees which can be transferred to Buyer in compliance with Applicable Law;


 


(j)          the
Retained Facilities;


 


(k)          the
Shared Assets;


 


(l)          the
property, leases and other interests in real property other than those described on Schedule 3.18(a);


 


(m)          all
rights of Seller and its Affiliates arising under this Agreement or the transactions contemplated hereby;


 


(n)          all
of the rights and interests of Seller and its Affiliates in and to (i) all internal correspondence and correspondence with outside
counsel in connection with the sale of the Business, (ii) the Confidentiality Agreement and the Transaction Documents, and (iii)
all books, records, files and papers, whether in hard copy or computer format, that are primarily related to analysis of the Transaction
Documents or the transactions contemplated thereby;


 


(o)          all
of the rights and interests of Seller and its Affiliates in and to all information, files, records, data, plans, contracts and
recorded knowledge to the extent that any of the foregoing are comprised of written materials that Seller or any of its Affiliates
is required by Applicable Law to retain (collectively, the “Excluded Records”); provided that promptly
after Closing, Seller shall provide (or caused to be provided) a copy of all such Excluded Records to Buyer to the extent permitted
by Applicable Law;


 




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(p)          any
legal or beneficial interest in the share capital of Seller or any of its Affiliates other than the JV Shares;


 


(q)          any
licenses, permits, franchises, qualifications, orders or other governmental authorizations, or waivers of any of the foregoing
listed on Schedule 2.03(q);


 


(r)          any
amounts owed by Seller or any of its Affiliates (to the extent not engaged in the Business) to the Business (other than Trade
Accounts Receivable);


 


(s)          all
tax refunds with respect to any Tax for which Seller is liable pursuant to this Agreement;


 


(t)          all
assets relating to any Retained Plan and, if Seller retains Liabilities relating to an Assumed Plan, a portion of the Assets relating
to such Assumed Plan to the extent related to such retained Liabilities, as determined using reasonable actuarial assumptions
to the extent the portion of such Assets relating to such retained Liabilities is not otherwise readily determinable;


 


(u)          the
German Real Estate;


 


(v)         all
Contracts related to Intellectual Property Rights, Software or the development of technology other than the Business IP Contracts;


 


(w)          any
shares of capital stock of GSIS JV; and


 


(x)          all
other assets set forth on Schedule 2.03.


 


Section
2.04         Assumed Liabilities. Upon the
terms and subject to the conditions of this Agreement, effective at the time of the Closing, Buyer agrees to assume, or to cause
one of its Subsidiaries designated not less than two (2) Business Days prior to the Closing Date to assume, the following Liabilities
relating to or arising out of the Purchased Assets or the Business (the “Assumed Liabilities”):


 


(a)          all
Liabilities of Seller or any of its Affiliates under any Business Contract or Business IP Contract, but only to the extent such
Liabilities do not arise out of any act, conduct or failure to act in an ordinary and reasonable manner with respect to any such
Contract prior to the Closing;


 


(b)          subject
to Section 11.02(a), all Environmental Liabilities, but excluding the Retained Environmental Liabilities (which, for the avoidance
of doubt, are Excluded Liabilities pursuant to Section 2.05(d));


 




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(c)          all
Liabilities for Taxes with respect to the Business or the Purchased Assets with respect to the Post-Closing Tax Period; provided
that Taxes described in Sections 8.01(b), 8.01(c), 8.01(e) and 8.01(f) shall be paid in the manner set forth in Section 8.01
hereof;


 


(d)          all
Liabilities in respect of or relating to (i) the Assumed Plans, to the extent such Liabilities relate to Continuing Employees
or any Seller Business Employee to whom Buyer is obligated under this Agreement to make an offer of employment who (x) does not
receive such offer or (y) rejects such offer from Buyer or one of its Affiliates that is not a Compliant Offer, (ii) the employment
(or separation therefrom) of any Continuing Employee with Buyer or its Affiliates on or after the Closing Date and (iii) Buyer’s
obligations under Section 7.08 and Article 9 of this Agreement (collectively, the “Assumed Employment Liabilities”);


 


(e)          subject
to Section 6.03, all Liabilities in respect of the JV Debt Guarantees, but only to the extent such Liabilities do not arise out
of any act, conduct or failure to act in an ordinary and reasonable manner with respect to such JV Debt Guarantees prior to the
Closing; and


 


(f)          all
other Liabilities set forth on Schedule 2.04; and


 


(g)          all
Liabilities under, in respect of or relating to the Transferred Pension Plan.


 


Section
2.05         Excluded Liabilities. Notwithstanding
any provision in this Agreement or any other writing to the contrary, Buyer and its designated Subsidiaries are assuming only
the Assumed Liabilities and are not assuming any other Liability of Seller or any of its Affiliates of whatever nature, whether
presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of Seller
and its Affiliates (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”).
Notwithstanding any provision in this Agreement or any other writing to the contrary, Excluded Liabilities include:


 


(a)          all
Liabilities for Taxes (i) with respect to the Business or the Purchased Assets with respect to any Pre-Closing Tax Period, (ii)
of Seller or its Affiliates with respect to any taxable period, including any Liability for such Taxes that arise as a result
of the transactions contemplated by this Agreement and including any joint or several Liability pursuant to sec. 75 German Tax
Act (Abgabenordnung), Article 1684 of the French General Tax Code (Code général des impôts)
and Treasury Regulation Section 1.1502-6 or similar provisions; provided that Taxes described in Sections 8.01(b), 8.01(c),
8.01(e) and 8.01(f) shall be paid in the manner set forth in Section 8.01 hereof and (iii) with respect to GSI JV with respect
to a Pre-Closing Tax Period to the extent attributable to the removal, abatement, repeal or unavailability of a Tax holiday in
the Kingdom of Saudi Arabia for the period (or portion of a period) ending on or prior to July 1, 2012;


 


(b)          the
Indebtedness of Seller and its Affiliates (other than the JV Debt Guarantees);


 


(c)          any
Trade Accounts Payable;


 




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(d)          the
Retained Environmental Liabilities;


 


(e)          except
as otherwise expressly provided in this Agreement, all Liabilities in respect of or relating to (i) the Retained Plans, (ii) the
Assumed Plans, except to the extent such Liabilities relate to Continuing Employees or any Seller Business Employee to whom Buyer
is obligated under this Agreement to make an offer of employment who (x) does not receive such offer or (y) rejects such offer
from Buyer or one of its Affiliates that is not a Compliant Offer, or (iii) Seller’s or any Affiliate of Seller’s
employment or other service relationship with any current or former employee or other service provider or the termination thereof,
including all claims and causes of action, whether know or unknown, and all accrued payroll, benefits, banked overtime and vacation
or paid time off relating thereto, other than Liabilities under, in respect of or relating to the Transferred Pension Plan (collectively,
the “Retained Employment Liabilities”);


 


(f)          any
costs or accrual to obtain (i) any REACH registrations, (ii) any approval of or registration with the FDA in respect of Weston
705 or (iii) any registration of the trademark described in Section 5.11, in either case to the extent incurred or accrued by
the Business prior to the close of business on the Closing Date;


 


(g)          any
Liability of the Business (including any Trade Accounts Payable) to Seller or any of its Affiliates (to the extent not engaged
in the Business);


 


(h)          any
Liability for commissions, royalties and accrued fees and expenses; and 


 


(i)          any
Liability relating to an Excluded Asset.


 


Section
2.06         Assignment of Contracts and Rights.
Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased
Asset or any right thereunder if an attempted assignment, without the consent of a third party, would constitute a breach of any
Business Contract or Business IP Contract or in any way adversely affect the rights of Buyer, Seller or any of their respective
Affiliates thereunder. Seller will use its reasonable best efforts to obtain the consent of the other parties to any such Business
Contract or Business IP Contract or any other Person in connection with the transfer of any other Purchased Asset or any claim
or right or any benefit arising thereunder for the assignment thereof to Buyer. If, on the Closing Date, any such consent is not
obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Applicable Law or, in Buyer’s
reasonable determination, would adversely affect the rights of Buyer (as assignee of Seller) thereto or thereunder so that Buyer
would not in fact receive all such rights, Seller will cooperate in an arrangement reasonably agreed upon by the parties under
which Buyer or its designated Affiliate would, in compliance with Applicable Law, obtain the benefits and assume the obligations
and bear the economic burdens associated with the Purchased Asset, claim, right or benefit, including by subcontracting, sublicensing
or subleasing to Buyer, or under which Seller would enforce, for the benefit of Buyer, and at the expense of Buyer, any and all
of its rights against a third party thereto (including any Governmental Authority) associated with such Purchased Asset, claim,
right or benefit (collectively, “Third Party Rights”), and Seller would promptly pay to Buyer when received
all monies received by it under any Purchased Asset or any claim or right or any benefit arising thereunder. Upon obtaining the
requisite third-party consent thereto, such Business Contract, Business IP Contract or right, if otherwise includable in the Purchased
Assets or the transactions contemplated hereby, shall promptly be transferred and assigned to Buyer or its designee hereunder
for no additional consideration. The provisions of this Section 2.06 shall in no way (i) limit any obligation of Seller pursuant
to this Agreement to seek such consents prior to the Closing, (ii) excuse Seller from responsibility for any breach of any of
its representations and warranties or covenants hereunder or (iii) impose upon Seller any obligation to incur out-of-pocket expenses
in connection with obtaining consents unless Buyer agrees to advance such expenses to Seller.


 




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Section
2.07         Purchase Price; Allocation of Purchase Price; Contribution of
U.S. Contributed Assets. (a) The purchase price for the JV Shares and the Non-U.S. Purchased
Assets (including, for the avoidance of doubt, the French Purchase Price and the German Purchase Price) (the “Non-U.S.
Purchase Price”) is $95,509,796 in cash, the issuance of the Note with principal amount of $823,311, the assumption
of the Non-U.S. Assumed Liabilities and the payments under Section 7.12 and the purchase price for the U.S. Contributed Assets
is $1,509,204 in cash, the issuance of the Preferred Stock and the assumption of the U.S. Assumed Liabilities (the “U.S.
Purchase Price”; the U.S. Purchase Price and the Non-U.S. Purchase Price are referred to collectively as the “Purchase
Price”). The Purchase Price shall be paid as provided in Section 2.08 and shall be subject to adjustment as provided
in Sections 2.01(c), 2.09, and 2.11. 


 


(b)          The
parties agree to allocate the Non-U.S. Purchase Price (including Non-U.S. Assumed Liabilities and the amounts paid pursuant to
Section 7.12) among the JV Shares and the Non-U.S. Purchased Assets in accordance with the amounts and the methodology set forth
on Schedule 2.07(b). No later than 120 days after the Closing Date, Buyer shall, after good faith consultation with Seller, deliver
to Seller a proposed allocation of such payment among the JV Shares and the Non-U.S. Purchased Assets, which allocation will be
in accordance with the amounts and the methodology set forth on Schedule 2.07(b) (the “Allocation Statement”).
If within 30 days after the delivery of the Allocation Statement, Seller notifies Buyer in writing that Seller objects to the
allocation set forth in the Allocation Statement, Seller and Buyer shall use commercially reasonable efforts to resolve such dispute
within 20 days. In the event that Seller and Buyer are unable to resolve such dispute within 20 days, a mutually acceptable independent
accounting firm of national standing (the “Auditor”) shall be appointed to resolve such dispute in a manner
consistent with Schedule 2.07(b), and the Allocation Statement shall be based on such determination. The cost of such independent
accounting firm shall be paid one-half by Seller and one-half by Buyer. Seller and Buyer shall file all Tax Returns consistent
with the Allocation Statement. If the Non-U.S Purchase Price is subsequently adjusted pursuant to Section 2.09, Section 2.11 or
any other provision of this Agreement, the Allocation Statement shall be adjusted in a manner consistent with the procedures set
forth in this Section 2.07(b).


 




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(c)          The
parties acknowledge and agree that the allocation of the Non-U.S. Purchase Price among the Non-U.S. Purchased Assets as set forth
in the Allocation Statement (or as finally determined as provided in Section 2.07(b) above) shall be binding upon the parties
and the parties hereby waive, to fullest extent permitted by Applicable Law, any and all (i) rights to rescission of the sale
of any of the Non-U.S. Purchased Assets or (ii) any claim for Damages, in each case arising out of or in connection with the allocation
of the Non-U.S. Purchase Price among the Non-U.S. Purchased Assets as set forth in the Allocation Statement, whether in law or
in equity and in all jurisdictions in which such rights may be exercised or such claims may be brought (including, for the avoidance
of doubt, France).


 


(d)          Notwithstanding
anything to the contrary in this Agreement, the U.S. Contributed Assets will be contributed to and acquired by Addivant Holdings
or Addivant USA, the U.S. Purchase Price will be paid or issued by Addivant Holdings (and Addivant USA) and the U.S. Assumed Liabilities
will be assumed by Addivant Holdings (or Addivant USA).


 


Section
2.08         Closing. (a) The closing (the
“Closing”) of the purchase and sale of the JV Shares and the Purchased Assets and the assumption of the Assumed
Liabilities hereunder shall take place at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York,
on (i) the date which is the later of (A) forty-five (45) days after the date hereof and (B) ten (10) Business Days after satisfaction
or waiver (by the party or parties entitled to the benefit of such conditions) of the conditions set forth in Article 10 (other
than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions
at the Closing) or (ii) at such other time or place as Buyer and Seller may agree.


 


(b)          No
later than eight (8) Business Days prior to the anticipated Closing Date, Seller shall prepare and deliver to Buyer good faith
estimates of Closing Working Capital for the U.S. Portion of the Business, the U.S. Dollar-Denominated Portion of the Business
and the Euro-Denominated Portion of the Business (the “Estimated Closing Working Capital”). The calculation
of Estimated Closing Working Capital shall be prepared in accordance with the Calculation Principles.


 


(c)          At
the Closing:


 


(i)          Buyer
shall deliver (or cause to be delivered) to Seller an amount in cash equal to the cash portion of the Non-U.S. Purchase Price
(less the German Purchase Price), in immediately available funds by wire transfer to an account or accounts of Seller with a bank
in New York City designated by Seller, by notice to Buyer, not later than two Business Days prior to the Closing Date (or if not
so designated, then by certified or official bank check payable in immediately available funds to the order of Seller in such
amounts);


 


(ii)         Buyer
shall cause the German Buyer to deliver an amount in cash equal to the German Purchase Price, in immediately available funds by
wire transfer to an account or accounts of German Seller with a bank designated by German Seller, by notice to Buyer, not later
than two Business Days prior to the Closing Date (or if not so designated, then by certified or official bank check payable in
immediately available funds to the order of German Seller in such amounts);


 




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(iii)        Buyer
shall cause Addivant Switzerland GmbH to issue a Note with principal amount $823,311 to Seller or its designee;


 


(iv)        
Addivant Holdings shall deliver (or cause to be delivered) to Seller an amount in cash equal to the cash portion of the U.S. Purchase
Price, in immediately available funds by wire transfer to an account or accounts of Seller with a bank in New York City designated
by Seller, by notice to Buyer, not later than two Business Days prior to the Closing Date (or if not so designated, then by certified
or official bank check payable in immediately available funds to the order of Seller in such amounts)


 


(v)         Addivant
Holdings shall deliver to Seller certificates for the Preferred Stock, free and clear of all Liens;


 


(vi)        Seller
and Buyer shall, and each shall cause their applicable Subsidiaries to, enter into the Assignment and Assumption Agreement, the
German Assignment and Assumption Agreement (to be executed and delivered in front of a German notary), the French Assignment and
Assumption Agreement, and, subject to the provisions hereof, Seller or its applicable Subsidiaries shall deliver or cause to be
delivered to Buyer or its Subsidiary designated pursuant to the terms hereof, such deeds, bills of sale, endorsements, consents,
assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel
shall deem reasonably necessary to vest in Buyer or its Subsidiary designated pursuant to the terms hereof all right, title and
interest in, to and under the Purchased Assets which the parties agree will include agreements or documentation customary in each
jurisdiction in which Purchased Assets and/or Assumed Liabilities are currently held by Seller or its Affiliates or will be held
by Buyer or its Affiliates after Closing. For the avoidance of doubt, in the event the French Purchase Price is included in the
Purchase Price, notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document, Buyer
shall not have any obligation to pay the French Purchase Price more than once;


 


(vii)       Seller
shall deliver to Buyer a certified copy of the resolution of the shareholders of the GSI JV authorizing the transfer of the GSI
JV Shares to Buyer and the execution of the GSI JV Amendment;


 


(viii)      Seller
and Buyer shall cause their duly authorized representatives to execute the GSI JV Amendment in the form approved by the Saudi
Arabian Ministry of Commerce and Industry before a notary public in the Kingdom of Saudi Arabia (unless entered into prior to
the Closing);


 


(ix)         Seller
shall deliver to Buyer certificates for the Asia JV Shares, free and clear of all Liens, duly endorsed and in a form for transfer
to Buyer or its designated Subsidiary, or accompanied by stock powers duly endorsed in blank, with any required transfer stamps
affixed thereto;


 




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(x)          Seller
shall deliver to Buyer a certified copy of the shareholders registry of Asia JV as of the Closing Date, reflecting Buyer’s
ownership of the Asia JV Shares;


 


(xi)         Seller
shall deliver to Buyer a certified copy of the resolution of the board of directors of Asia JV authorizing the transfer of the
Asia JV Shares to Buyer or its designated Subsidiary;


 


(xii)        Seller
shall deliver to Buyer a certified copy of the corporate registry of Asia JV reflecting (i) the resignation of the directors,
joint representative director and statutory auditor appointed by Seller and (ii) the appointment of three new directors, joint
representative director (who shall be one of the three newly appointed directors) and a statutory auditor nominated by Buyer;


 


(xiii)       Seller
and Buyer shall cause their respective Affiliates to duly execute (in front of a French notary) and deliver the French Real Estate
Transfer Agreement;


 


(xiv)      Seller
and Buyer shall, and shall cause each of their applicable Affiliates to, enter into the other Transaction Documents (unless entered
into prior to the Closing).


 


Section
2.09         Estimated Adjustments of Purchase Price.
(a) At the Closing, the Purchase Price shall be adjusted as follows: (i) if Estimated Closing Working Capital exceeds Base Closing
Working Capital, in each case for the U.S. Dollar-Denominated Portion of the Business, then the Non-U.S. Purchase Price shall
be increased by the amount of such excess, (ii) if Base Closing Working Capital exceeds Estimated Closing Working Capital, in
each case for the U.S. Dollar-Denominated Portion of the Business, then the Non-U.S. Purchase Price shall be decreased by the
amount of such excess, (iii) if Estimated Closing Working Capital exceeds Base Closing Working Capital, in each case for the Euro-Denominated
Portion of the Business, then the Non-U.S. Purchase Price shall be increased by the amount of such excess, (iv) if Base Closing
Working Capital exceeds Estimated Closing Working Capital, in each case for the Euro-Denominated Portion of the Business, then
the Non-U.S. Purchase Price shall be decreased by the amount of such excess, (v) if Estimated Closing Working Capital exceeds
Base Closing Working Capital, in each case for the U.S. Portion of the Business, then the cash portion of the U.S. Purchase Price
shall be increased by the amount of such excess and (vi) if Base Closing Working Capital exceeds Estimated Closing Working Capital,
in each case for the U.S. Portion of the Business, then the cash portion of the U.S. Purchase Price shall be decreased by the
amount of such excess. Any payment with respect to the U.S. Dollar-Denominated Portion of the Business or the U.S. Portion of
the Business shall be made in U.S. dollars and with respect to the Euro-Denominated Portion of the Business shall be made in Euros.
Such adjusted Purchase Price shall be delivered at Closing pursuant to Section 2.08 and shall be subject to further adjustment
as provided in Section 2.11. 


 




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(b)          In
the event that the Base Working Capital for the U.S. Portion of the Business exceeds Estimated Closing Working Capital for the
U.S. Portion of the Business by an amount equal to $1,509,204 or more, Seller shall, prior to the Closing, cause accounts, notes
and other receivables of the Business held by Seller entities not incorporated in the United States of America agreed upon by
the parties (such assets, the “Specified Assets”) with a value equal to the Deficit Amount to be transferred
to Seller. Buyer and Seller shall each be responsible for half of the costs and expenses of any such transfer to the extent actually
incurred in connection with such transfer during the year in which such transfer is made. The parties shall cooperate reasonably
to determine the Specified Assets and such determination shall take into account any potential excess of Estimated Closing Working
Capital for the U.S. Portion of the Business over Final Closing Working Capital for the U.S. Portion of the Business such that
Specified Assets shall include accounts, notes and other receivables of the Business equal to any such potential excess. The Specified
Assets shall be U.S. Contributed Assets and Estimated Closing Working Capital shall be revised to take into account any transfer
of Specified Assets contemplated by the foregoing. For purposes hereof, the “Deficit Amount” shall mean an
amount equal to (a) Base Working Capital for the U.S. Portion of the Business, less (b) Estimated Closing Working Capital for
the U.S. Portion of the Business, less (c) $1,509,204.


 


(c)          Notwithstanding
anything in this Agreement to the contrary, Seller will provide all information reasonably requested by Buyer regarding the ownership
and value of any Purchased Asset held by a Seller entity organized outside of the United States and any other information reasonably
necessary to evaluate the potential transfer of ownership of such Purchased Asset to Seller prior to Closing. In the event Buyer
identifies any such Purchased Asset proposed to be so transferred, Seller shall provide Buyer with a calculation of the amount
of any costs and expenses to be incurred by Seller in connection with any such transfer. Buyer and Seller shall cooperate in good
faith to agree on the amount of any such costs and expenses. In the event Buyer and Seller mutually agree to any such transfer,
Seller shall cause the Purchased Asset to be transferred to and held by Seller prior to the Closing and Buyer and Seller shall
each be responsible for half of such agreed upon costs and expenses to the extent actually incurred in connection with the transfer
during the year in which such transfer is made. Notwithstanding the foregoing, not later than ten (10) days prior to the anticipated
Closing Date, Seller shall cause the receivable relating to the shareholder loan to GSI JV to be transferred to and held by Seller.


 


Section
2.10         Closing Working Capital Schedule.
(a) As promptly as practicable, but in no event later than 90 days, after the Closing Date, Seller will cause to be prepared and
delivered to Buyer a schedule setting forth Seller’s calculation of Closing Working Capital for the U.S. Portion of the
Business, the U.S. Dollar-Denominated Portion of the Business and for the Euro-Denominated Portion of the Business (the “Closing
Working Capital Schedule”). The Closing Working Capital Schedule shall be prepared in accordance with the Calculation
Principles.


 


(b)          If
Buyer disagrees with Seller’s calculation of Closing Working Capital delivered pursuant to Section 2.10(a), Buyer may, within
45 days after delivery of the documents referred to in Section 2.10(a), deliver a notice to Seller disagreeing with such calculation
and setting forth Buyer’s calculation of such amount and, in reasonable detail, Buyer’s grounds for such disagreement.
Any such notice of disagreement shall specify those items or amounts as to which Buyer disagrees, and Buyer shall be deemed to
have agreed with all other items and amounts contained in the Closing Working Capital Schedule and the calculation of Closing
Working Capital delivered pursuant to Section 2.10(a).


 




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(c)          If
a notice of disagreement shall be delivered pursuant to Section 2.10(b), Buyer and Seller shall, during the 15 days following
such delivery, use their reasonable best efforts to reach agreement on the disputed items or amounts in order to determine, as
may be required, the amount of Closing Working Capital, which amount shall not be greater than the amount thereof shown in Seller’s
calculation delivered pursuant to Section 2.10(a) nor less than the amount thereof shown in Buyer’s calculation delivered
pursuant to Section 2.10(b). If, during such period, Buyer and Seller are unable to reach such agreement, they shall promptly
thereafter cause an independent accounting firm of nationally recognized standing reasonably satisfactory to Buyer and Seller
(who shall not have any material relationship with Buyer or Seller), promptly to review this Agreement and the disputed items
or amounts for the purpose of calculating Closing Working Capital. In making such calculation, such independent accounting firm
shall consider only those items or amounts in the Closing Working Capital Schedule or Seller’s calculation of Closing Working
Capital as to which Buyer has disagreed. Such independent accounting firm shall deliver to Buyer and Seller, as promptly as practicable,
a report setting forth such calculation. Such report shall be final and binding upon Buyer and Seller. The cost of such review
and report shall be borne proportionately by Buyer and Seller in relation to the difference between Final Closing Working Capital
and the calculation of Closing Working Capital delivered by each party pursuant to this Section 2.10. In making the determination
set forth in the immediately preceding sentence, the Euro-Denominated Portion of each of Final Working Capital, Buyer’s
calculation of Closing Working Capital and Seller’s calculation of Closing Working Capital shall be converted into U.S.
dollars at the prevailing spot exchange rate at the close of business on the Business Day immediately preceding the date on which
such report is delivered.


 


(d)          Buyer
and Seller agree that they will, and agree to cause their respective Subsidiaries and independent accountants to, cooperate and
assist in the preparation of the Closing Working Capital Schedule and the calculation of Closing Working Capital and in the conduct
of the audits and reviews of any of the foregoing, including the making available of books, records, work papers and personnel.


 




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Section
2.11         Post-Closing Adjustments of Purchase Price.
(a) If Estimated Closing Working Capital exceeds Final Closing Working Capital, in each case for the U.S. Dollar-Denominated Portion
of the Business, Seller shall pay to Buyer, as an adjustment to the Non-U.S. Purchase Price, in the manner and with interest as
provided in Section 2.11(b), the amount by which such Estimated Closing Working Capital exceeds such Final Closing Working Capital.
If Final Closing Working Capital exceeds Estimated Closing Working Capital, in each case for the U.S. Dollar-Denominated Portion
of the Business, Buyer shall pay to Seller, as an adjustment to the Non-U.S. Purchase Price, in the manner and with interest as
provided in Section 2.11(b), the amount by which such Final Closing Working Capital exceeds such Estimated Closing Working Capital.
If Estimated Closing Working Capital exceeds Final Closing Working Capital, in each case for the Euro-Denominated Portion of the
Business, Seller shall pay to Buyer, as an adjustment to the Non-U.S. Purchase Price, in the manner and with interest as provided
in Section 2.11(b), the amount by which such Estimated Closing Working Capital exceeds such Final Closing Working Capital. If
Final Closing Working Capital exceeds Estimated Closing Working Capital, in each case for the Euro-Denominated Portion of the
Business, Buyer shall pay to Seller, as an adjustment to the Non-U.S. Purchase Price, in the manner and with interest as provided
in Section 2.11(b), the amount by which such Final Closing Working Capital exceeds such Estimated Closing Working Capital. If
Estimated Closing Working Capital exceeds Final Closing Working Capital, in each case for the U.S. Portion of the Business, Seller
shall pay to Addivant Holdings, as an adjustment to the U.S. Purchase Price, in the manner and with interest as provided in Section
2.11(b), the amount by which such Estimated Closing Working Capital exceeds such Final Closing Working Capital. If Final Closing
Working Capital exceeds Estimated Closing Working Capital, in each case for the U.S. Portion of the Business, Addivant Holdings
shall pay to Seller, as an adjustment to the U.S. Purchase Price, in the manner and with interest as provided in Section 2.11(b),
the amount by which such Final Closing Working Capital exceeds such Estimated Closing Working Capital. “Final Closing
Working Capital” means Closing Working Capital as shown in Seller’s calculation delivered pursuant to Section
2.10(a), if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.10(b); or if such a notice
of disagreement is delivered, as agreed by Buyer and Seller pursuant to Section 2.10(c) or in the absence of such agreement, as
shown in the independent accounting firm’s calculation delivered pursuant to Section 2.10(c); provided
that in no event shall Final Closing Working Capital be less than Buyer’s calculation of Closing Working Capital delivered
pursuant to Section 2.10(b) or greater than Seller’s calculation of Closing Working Capital delivered pursuant to Section
2.10(a).


 


(b)          Any
payments pursuant to Section 2.11(a) shall be made at a mutually convenient time and place within 10 days after Final Closing
Working Capital has been determined by delivery by Buyer or Seller, as the case may be, by causing such payments to be credited
to an account of the applicable party as may be designated by such party; provided that to the extent there are undisputed amounts
owed pursuant to Section 2.11(a) that are not subject to potential repayment due to the resolution of disputed amounts, such undisputed
amounts shall be paid promptly. Any payment with respect to the U.S. Portion of the Business or the U.S. Dollar-Denominated Portion
of the Business shall be made in U.S. dollars and with respect to the Euro-Denominated Portion of the Business shall be made in
Euros. The amount of any payment to be made pursuant to this Section shall bear interest from and including the Closing Date to
but excluding the date of payment at a rate per annum equal to the prime rate as published in the Wall Street Journal,
Eastern Edition in effect from time to time during the period from the Closing Date to the date of payment. Such interest shall
be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of 365 days
and the actual number of days elapsed.


 


Section
2.12         Withholding. Notwithstanding
any other provision of this Agreement, Buyer and its Affiliates shall be entitled to deduct and withhold from any amounts otherwise
payable in connection with the transactions contemplated by this Agreement, such amounts that Buyer or its Affiliates is required
to deduct and withhold under the Code or any provision of federal, state, provincial, local, or non-U.S. Applicable Law. To the
extent that amounts are so deducted and withheld by Buyer or its Affiliates, Buyer or its Affiliates, as applicable, shall disburse
such amounts to the applicable Governmental Authority and such deducted and withheld amounts shall be treated for all purposes
of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.


 




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ARTICLE
3


Representations
and Warranties of Seller


 


Except as set forth in the Disclosure Schedules,
Seller represents and warrants to Buyer that:


 


Section
3.01         Corporate Existence and Power.
Seller is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation
and has all necessary corporate power to enter into, consummate the transactions contemplated by, and carry out its obligations
under, the Transaction Documents to which it is a party. Seller has the corporate power and authority to operate the Business,
the JVs and the Purchased Assets as now conducted and is duly qualified as a foreign corporation to do business, and, to the extent
legally applicable, is in good standing, in each jurisdiction where the character of its owned, operated or leased properties
or the nature of its activities makes such qualification necessary, except for jurisdictions where the failure to be so qualified
or in good standing has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


Section
3.02         Corporate Authorization. The
execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are
within Seller’s corporate powers and have been duly authorized by all necessary corporate action on the part of Seller and
this Agreement has been validly executed and delivered by Seller. The execution, delivery and performance by Seller’s Affiliates
of the Transaction Documents to which such Affiliates are a party and the consummation of the transactions contemplated by such
Transaction Documents are within the corporate powers of the relevant Affiliates of Seller and have been, or at Closing will be,
duly authorized by all necessary corporate action on the part of such Affiliates and such Transaction Documents have been, or
at Closing will be, validly executed and delivered by such Affiliates.This Agreement constitutes a valid and binding agreement
of Seller enforceable in accordance with its terms, and each Transaction Document, when executed and delivered by Seller or one
of its Affiliates will be duly authorized and constitute valid and binding agreements of Seller or such Affiliate enforceable
in accordance with their terms.


 


Section
3.03         Governmental Authorization.
The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby
require no consent, approval, authorization, or other action by or in respect of, or filing with, any Governmental Authority other
than (i) compliance with any applicable requirements of the HSR Act, (ii) compliance with any applicable requirements of the competition,
antitrust or premerger notification laws of Germany and the Republic of Korea (iii) the filing of a foreign divestment report
as required under the Foreign Investment Promotion Act of the Republic of Korea, (iv) the Permits and (v) any such action or filing
as to which the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have an effect
that is adverse and material to Seller’s ability to consummate the transactions contemplated hereby.


 




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Section
3.04         Financial Information of the Business.
(a) Seller has made available to Buyer (i) the unaudited pro forma statement of net assets and liabilities of the Business as
at June 30, 2012, (ii) the unaudited pro forma consolidated statements of income of the Business for the six months ended June
30, 2012 and (iii) the December Financials (collectively, the “Financial Information”), in each case prepared
in accordance with GAAP as set forth in Schedule 3.04(a). The Financial Information (other than the December Financials) was prepared
based on Seller’s normal quarter-end closing procedures, which are quarter-end closing procedures are consistent in all
material respects with normal year-end closing procedures, other than preparation of footnotes and the December Financials were
prepared based on Seller’s normal year-end closing procedures. The Financial Information (i) was prepared in accordance
with GAAP from the books and records of Seller and the Business and (ii) fairly presents, in all material respects, the financial
condition and results of operations of the Business at their respective dates and for the periods covered by such statements,
except as otherwise indicated in the Financial Information. Notwithstanding any reference in the Financial Information to the
inclusion of certain assets to be sold and liabilities to be transferred, the only assets to be sold are the Purchased Assets
and the Shares and the only the liabilities to be assumed by Buyer are the Assumed Liabilities. 


 


(b)          Schedule
3.04(b) sets forth a complete and accurate list, for the years ended December 31, 2010 and December 31, 2011 and the six month
periods ended June 30, 2011 and June 30, 2012, of the corporate allocated costs charged to the Business for general and administrative
support services, information technology services, research and development, procurement, environmental, health and safety, other
miscellaneous costs and employee bonuses.


 


(c)          Schedule
3.04(c) sets forth a complete and accurate list, for the twelve-month period ended June 30, 2012, of the aggregate shared plant
conversion costs during such period.


 


(d)          The
Business does not have any material Liabilities of a nature that would be Assumed Liabilities and that would be required to be
disclosed, reflected or reserved on an audited balance sheet of the Business prepared in accordance with GAAP, other than (i)
as set forth on or reserved for in the Financial Information, (ii) for Liabilities incurred in the ordinary course of business
since June 30, 2012, (iii) for Excluded Liabilities or (iv) for future obligations arising under the Business Contracts or the
Business IP Contracts.


 


(e)          As
of September 30, 2012, Seller had made in all material respects the aggregate capital expenditures set forth under the “Actual”
column in the Acquired Facilities Capex Budget.


 


(f)          As
of the Original APA Date, Seller had made in all material respects the aggregate capital expenditures set forth in the “Actual”
column in the Capex Budget.


 




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(g)          Set
forth on Schedule 3.04(g) is a calculation of (i) the Working Capital of the Business (for the U.S. Portion of the Business, the
U.S. Dollar-Denominated Portion of the Business and the Euro-Denominated Portion of the Business) as of the last day of each month
for the twelve months ended September 30, 2012 and (ii) the average Working Capital of the Business (for the U.S. Portion of the
Business, the U.S. Dollar-Denominated Portion of the Business and the Euro-Denominated Portion of the Business) over such 12-month
period.


 


Section
3.05         Financial Statements of Asia JV.
(a) Schedule 3.05 sets forth complete copies of the audited statement of financial position, statement of appropriation of retained
earnings, statement of changes in equity and statement of cash flows of Asia JV at and for the periods ended December 31, 2010
and December 31, 2011 (the “Asia JV Audited Financial Statements”). The Asia JV Audited Financial
Statements have been prepared based on the books and records of Asia JV and in accordance with the generally accepted accounting
practices of the Republic of Korea (“Korean GAAP”), consistently applied, and present fairly, in all material
respects, the financial position of Asia JV as of December 31, 2010 and December 31, 2011 and the results of its operations and
the appropriation of its retained earnings, the changes in its equity and its cash flows for the years then ended in conformity
with accounting standards for non-public entities in the Republic of Korea (except as disclosed in the notes thereto).


 


(b)          Asia
JV does not have any material Liabilities that would be required to be disclosed, reflected or reserved on an audited balance
sheet of the Asia JV prepared in accordance with Korean GAAP, other than (i) as set forth on or reserved for in the Asia JV Audited
Financial Statements or (ii) for Liabilities incurred in the ordinary course of business since December 31, 2011.


 


(c)          As
of September 30, 2012, the outstanding Indebtedness of Asia JV did not exceed $1.3 million and cash and Cash Equivalents held
by Asia JV were not less than $1.4 million.


 


Section
3.06         Financial Statements of GSI JV.
(a) Schedule 3.06 sets forth (i) complete copies of the audited balance sheet, statement of income, statement of cash flows and
statement of changes in partners’ equity of GSI JV at and for the periods ended December 31, 2010 and December 31, 2011
(the “GSI JV Audited Financial Statements”) and (ii) the additional financial information attached
as Schedule 3.06 hereto (the “GSI Reporting Package” and together with the GSI Audited Financial Statements,
the “GSI Financial Information”). The GSI JV Audited Financial Statements have been prepared based on the books
and records of GSI JV and in accordance with the provisions of Article 175 of the Regulations for Companies. The GSI JV Audited
Financial Statements, taken as a whole, (i) present fairly, in all material respects, the financial position of GSI JV and the
results of its operations and its cash flows for the years then ended in accordance with the accounting standards generally accepted
in the Kingdom of Saudi Arabia (except as disclosed in the notes thereto) and (ii) comply with the requirements of the Regulations
for Companies and GSI JV’s articles of association insofar as they affect the preparation and presentation of the financial
statements.


 








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(b)         GSI JV does not have any material
Liabilities of a nature that would be required to be disclosed, reflected or reserved on an audited balance sheet of the GSI JV
prepared in accordance with the financial reporting standards adopted by SOCPA and Applicable Law, other than (i) as set forth
on or reserved for in the GSI JV Audited Financial Statements, or (ii) for Liabilities incurred in the ordinary course of business
since December 31, 2011.


 


(c)         As of September 30, 2012,
the outstanding Indebtedness of GSI JV did not exceed $21.9 million and cash and Cash Equivalents held by GSI JV were not less
than $4.2 million.


 


(d)         GSI JV has outstanding shareholder
advances in an amount not greater than SAR 50,866,000. GSI JV has no obligation to repay such advances other than at such times
as GSI JV has excess cash and such repayment is not prohibited by any outstanding Indebtedness of GSI JV. Such shareholder advances
do not bear interest and GSI JV has no obligation with respect to such advances other than to repay the principal amount thereof.


 


Section
3.07         Noncontravention. Except as may result from any facts
or circumstances relating to Buyer or its Affiliates, the execution, delivery and performance by Seller, each of its Affiliates
and each JV that is a party to a Transaction Document of the Transaction Documents and the consummation by Seller, such Affiliates
and such JVs of the transactions contemplated by the Transaction Documents do not and will not (a) violate or conflict with the
Certificate of Incorporation or Bylaws of Seller, such Affiliates or such JVs, (b) assuming compliance with the matters referred
to in Section 3.03, conflict with or violate in any material respect any Applicable Law or Governmental Order applicable to Seller,
such Affiliates, such JVs or the Purchased Assets or (c) result in any material breach of, or constitute a default (or event which,
with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination,
amendment, acceleration or cancellation of, result in the creation of any Lien (other than a Permitted Lien) on any of the Purchased
Assets pursuant to, any note, bond, mortgage, indenture, Contract, permit, license, franchise or other instrument to which Seller
(with respect to the Purchased Assets) is a party or by which any Purchased Asset is bound or affected.


 


Section
3.08         Capitalization. (a) The authorized share capital of (i)
Asia JV consists of 182,000 shares of Asia JV Stock and (ii) GSI JV consists of 55,000,000 shares of GSI JV Stock. As of the Original
APA Date, there were outstanding (A) 100,850 shares of Asia JV Stock and (B) 55,000,000 shares of GSI JV Stock.


 


(b)         All JV Shares have been duly
authorized and validly issued and are fully paid and non-assessable. Except as set forth in this Section 3.08, there are no outstanding
(i) shares of capital stock or voting securities of any JV, (ii) securities of any JV convertible into or exchangeable for shares
of capital stock or voting securities of such JV or (iii) options or other rights to acquire from a JV, or other obligation of
such JV to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting
securities of such JV (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”).
There are no outstanding obligations of any JVs or any of the Subsidiaries to repurchase, redeem or otherwise acquire any Company
Securities. No shares of capital stock are held in treasury by any JV. There are no voting trusts, stockholder arrangements, proxies
or other arrangements or understandings in effect with respect to the voting or transfer of any shares of capital stock of or any
other equity interests in any JV that are not reflected in the articles or bylaws of such entities.


 




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Section
3.09         Ownership of JV Shares; Subsidiaries. Seller is the indirect
beneficial owner of the JV Shares, free and clear of any Lien (other than any Liens set forth in Schedule 3.09), and will
transfer and deliver to Buyer at the Closing valid title to the JV Shares free and clear of any Lien. No JV holds any interest
in any securities of any other Person.


 


Section
3.10         Absence of Certain Changes. (a) Since December 31, 2011
through the Original APA Date, the Business and the JVs have been conducted in the ordinary course and, since December 31, 2011,
there has not been any event, occurrence, development or state of circumstances or facts that, individually or in the aggregate,
has had or would reasonably be expected to have a Material Adverse Effect.


 


(b)         Since March 31, 2012 through
the Original APA Date, there has not been any action taken by Seller, any of its Affiliates or any JV that, if taken during the
period from the Original APA Date through the Closing Date without Buyer’s consent, would constitute a breach of Section
5.01.


 


Section
3.11         Material Contracts. (a) Schedule 3.11 sets forth,
as of the Original APA Date, a true, complete and correct list of the following Contracts to which Seller or any of its Affiliates,
to the extent primarily related to the conduct of the Business (other than the businesses of the JVs) by Seller and its Affiliates,
or to which any JV is a party or bound (collectively “Material Contacts”):


 


(i)         any Contract or
Business IP Contract that Seller is required to file as a material contract pursuant to Item 601(b)(10)(i) or (ii) of Regulation
S-K under the Securities Act;


 


(ii)        any Contract (other
than purchase orders in the ordinary course of business) for the purchase of materials, supplies, goods, services, equipment or
other assets providing for either (A) payments by Seller or such Affiliate or JV of $500,000 or more in the 2012 calendar year
or any year thereafter or (B) remaining aggregate payments by Seller or such Affiliate or JV of $1 million or more, in each case
that cannot be terminated on not more than 90 days’ notice without payment by Seller or such Affiliate or JV of any material
penalty;


 


(iii)        any Contract for
the sale of materials, supplies, goods, services, equipment or other assets providing for either (A) payments to Seller or such
Affiliate or JV of $500,000 or more in the 2012 calendar year or any year thereafter or (B) remaining aggregate payments to Seller
or such Affiliate or JV of $1 million or more, in each case that cannot be terminated on not more than 90 days’ notice without
payment by Seller or such Affiliate or JV of any material penalty;


 




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(iv)       any Contract with
respect to which Seller or any of its Affiliates has any existing obligation relating to the acquisition or disposition of any
business (whether by merger, sale of stock, sale of assets or otherwise) for consideration with an aggregate value of $500,000
or more;


 


(v)        any agreement with
Seller or any of its Subsidiaries or Affiliates of such Persons (to the extent not engaged in the Business) or the JVs;


 


(vi)       any Contract that
imposes a Lien (other than a Permitted Lien) on the Purchased Assets or the JV Shares or relating to Indebtedness of any JV or
the borrowing of money by any JV;


 


(vii)      any Contract for
the purchase or sale of real property;


 


(viii)     any Contract
that materially limits the freedom of the Business or any JV to compete in any material line of business or with any Person or
in any area;


 


(ix)        any Contract relating
to joint ventures, partnerships or sharing of profits, in each case with unaffiliated third parties who are not employees of the
Business or such Affiliate or JV;


 


(x)         any collective bargaining
agreement of Seller or any of its Affiliates or any JV, or any Contract with any labor union, in either case, which covers Seller
Business Employees;


 


(xi)        any material Business
IP Contract (other than Contracts for commercial off the shelf Software that are generally available on nondiscriminatory pricing
terms);


 


(xii)       any Contract under
which the Business is lessor of or permits any third party to hold or operate any material real property owned or controlled by
the Business, that cannot be terminated on not more than 60 days’ notice without payment of any material penalty by the Seller
or any of its Subsidiaries;


 


(xiii)      any lease, rental
or occupancy agreement, license, installment and conditional sale agreement or other Contract that (A) provides for the leasing
of, title to or use of any real or personal property and (B) involves aggregate payments in excess of $500,000 in the 2012 calendar
year or any year thereafter; or


 


(xiv)      any other Contract
involving payments to or from any JV of $500,000 or more per year in the 2012 calendar year or $1 million in the aggregate after
the Original APA Date.


 




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(b)         True, correct and complete
copies of all Material Contracts (including all amendments thereto) have been made available to Buyer prior to the Original APA
Date. Each Material Contract, and any Contract or Business IP Contract entered into after the Original APA Date and prior to Closing
that would be a Material Contract if entered into prior to the Original APA Date, is a valid and binding agreement of Seller or
the applicable Seller Affiliate or JV party thereto (subject to the effects of applicable bankruptcy, clarification, insolvency,
fraudulent conveyance, moratorium, sponsorship or other Laws relating to or affecting creditors’ rights generally and to
general principles of equity, whether considered at law or in equity) and is in full force and effect, and none of Seller nor the
applicable Seller Affiliate or JV nor, to the Knowledge of Seller, any other party thereto is in default or breach in any material
respect under (or, as of the Original APA Date, is alleged to be in default or breach in any material respect under) the terms
of, or, as of the Original APA Date, has provided or received any notice of any intention to terminate, any such Material Contract
or Business IP Contract. To the Knowledge of Seller, no event or circumstance has occurred that, with notice or lapse of time or
both, would constitute an event of material default thereunder or result in a termination thereof or would cause or permit the
acceleration of or other material changes of or to any right or obligation or the loss of any material benefit thereunder.


 


(c)         The terms “Material
Contract,” “Contract” and “Business IP Contract” in Section 3.11(b) shall be deemed to include such
Contracts with respect to the JVs.


 


Section
3.12        Litigation. There are no Actions pending or, to the Knowledge
of Seller, threatened in writing: (a) against Seller or any of its Affiliates or the JVs in respect of the Business, the JVs,
the Purchased Assets or the Assumed Liabilities, nor, as of the Original APA Date, are there any such Actions pending in which
Seller or any of its Affiliates or the JVs is a plaintiff or claimant, in either case that, if adversely determined, would (i)
reasonably be expected to result in the imposition on Buyer or the Business of damages in an amount in excess of $100,000 individually
or $250,000 in the aggregate and that would be an Assumed Liability or (ii) result in the imposition of any equitable relief that
would be materially adverse to Buyer, the Business or the Purchased Assets or the Assumed Liabilities, or (b) as of the Original
APA Date that question the validity of any of the Transaction Documents, or any action taken or to be taken by Seller in connection
with the Transaction Documents. There is no material outstanding Governmental Order to which the Business, the JVs or any of the
Purchased Assets is subject.


 


Section
3.13        Compliance with Laws and Court Orders. Seller and its
Affiliates are, and since January 1, 2010 have been, in compliance in all material respects with all Applicable Law applicable
to the conduct of the Business and the JVs and ownership and operation of the Purchased Assets. Since January 1, 2010 (a) no Action
has been filed or commenced or, to Seller’s Knowledge, threatened, against Seller or any JV alleging any failure to so comply,
and (b) neither Seller nor any JV has (i) through the Original APA Date, received any written or to Seller’s Knowledge oral
notice or communication alleging any potential or actual non-compliance by, or liability of, the Seller or any of its Affiliates
or any JV under any Applicable Law with respect to the Business, the JVs or the Purchased Assets or (ii) conducted any internal
investigation in connection with which outside legal counsel was retained for the purpose of conducting or assisting with such
investigation with respect to any actual, potential or alleged failure to so comply, except for any of foregoing of this Section
3.13 that would not be an Assumed Liability or would not result in a material Liability to a JV.


 




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Section 3.14         Governmental
Licenses and Permits. (a) Seller or one of its Affiliates or a JV holds, and is operating in material compliance with, all
material governmental qualifications, registrations, filings, privileges, franchises, licenses, permits, approvals, clearances,
exemptions and authorizations issued by any Governmental Authority that are necessary for the operation of the Business and the
JVs (collectively, the “Permits”). All Permits are in full force and effect. Schedule 3.14(a) contains a true,
correct and complete list of the Permits as of the Original APA Date other than Permits necessary for the operation of the JVs.


 


(b)         Seller, its Affiliates and
the JVs have fulfilled and performed all of their material obligations with respect to the Permits, and no event has occurred which
allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment
of the rights of the holder of any Permit.


 


(c)         No Action is pending or, to
Seller’s Knowledge, threatened to revoke, withdraw, suspend, cancel, terminate or materially modify or limit any Permit,
and to Seller’s Knowledge, there are no facts or circumstances that are likely to give rise to any material adverse change
in any Permit or any failure to materially comply with Applicable Laws or any term or requirement of a Permit. None of Seller,
any of its Affiliates nor any JV has received, since January 1, 2010 through the Original APA Date, written (or, to Seller’s
Knowledge, oral) notice from any Governmental Authority that any of the Permits will not be renewed, and there are no Actions pending
or, to Seller’s Knowledge, threatened to revoke or withdraw any such Permit.


 


Section
3.15         Sufficiency of Assets; Title to the Purchased Assets.
(a) The Purchased Assets, the assets of the JVs and the rights under the Transaction Documents (in each case, other than Intellectual
Property Rights, which is the subject of Section 3.19) constitute all of the material assets, rights and properties necessary
and sufficient to operate the Business (assuming receipt of all relevant consents, approvals and authorizations relating to the
matters set forth in Schedule 3.07 or as contemplated by Section 3.03) conducted as of the Original APA Date with only such exceptions
as would not, individually or in the aggregate, reasonably be expected to result in a material Liability. Nothing in this Section
3.15 shall be deemed to constitute a representation or warranty as to the adequacy of the amounts of Closing Working Capital or
the availability of the same.


 


(b)         Seller has good title to or,
in the case of leased or licensed assets, a valid leasehold interest or license in, all of the material Purchased Assets free and
clear of all Liens, other than Permitted Liens, except where the failure to have such good title or valid leasehold interests would
not, individually or in the aggregate, reasonably be expected to result in a material Liability. The material Purchased Assets
and the material assets of the JVs that are tangible assets of any kind or description are in good operating condition and repair,
ordinary wear and tear excepted, and suitable in all material respects for their current use.


 




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Section
3.16         Product Liability; Product Warranties. Since January 1,
2010, (i) there have not been any claims pending or, to Seller’s Knowledge, threatened against Seller, any of its Affiliates,
the Business or any JV for any product returns, product liability or warranty obligations relating to any products or services
of the Business or the JVs that are, or were during such period, marketed or sold by or for the Business or the JVs (such products
and services, collectively the “Company Products”) from any particular customer or with respect to any particular
Company Product of more than $100,000, (ii) the Company Products have complied in all material respects with Applicable Laws,
(iii) there have not been any defects or deficiencies in any such Company Products that would reasonably be expected to result
in a claim or claims against the Business or the JVs of greater than $100,000, and (iv) none of the Company Products designed,
manufactured, packaged, labeled, shipped or sold by the Business or a JV has been subject to, or is subject to, any recall mandated
by any Governmental Authority.


 


Section
3.17         Customers and Suppliers. Schedule 3.17 sets forth a list
of the names of (i) the 10 largest customers and (ii) the five largest suppliers (measured by dollar volume of purchases or sales
in each case) of the Business (excluding, for purposes of this Section 3.17, the JVs) during the years ended December 31, 2010
and December 31, 2011 and the six months ended June 30, 2012, and the aggregate sales to or purchases from the Business during
such periods. From January 1, 2011 through the Original APA Date (A) neither Seller nor any of its Affiliates has engaged in any
material dispute related to the Business with any such customer or supplier and (B) no customer or supplier required to be listed
on Schedule 3.17 has notified Seller that it intends to terminate or materially alter its relationship with the Business or stop
or materially decrease the rate of buying products and services from the Business or supplying materials, products or services
to the Business.


 


Section
3.18         Properties. (a) Schedule 3.18(a) is a true, correct and
complete list of all real property used or held for use primarily in the Business which Seller or any of its Affiliates owns,
leases, operates or subleases as of the Original APA Date other than the Pedrengo Facility (together with any such property owned,
leased, operated or subleased by a JV, the “Real Property”).


 


(b)         Seller or a Seller Affiliate
or JV has good title to, or in the case of any leased Real Property or personal property has valid leasehold interests in, all
such Purchased Assets, except for properties and assets sold since June 30, 2012 in the ordinary course of business or where the
failure to have such good title or valid leasehold interests has not had and would not, individually or in the aggregate, reasonably
be expected to result in a material Liability. No Purchased Asset is subject to any Lien, except:


 


(i)         Liens disclosed
on Schedule 3.18(b);


 


(ii)         Liens for taxes,
assessments and similar charges that are not yet delinquent;


 


(iii)        mechanics’,
carriers’, workers’, repairers’ and similar statutory liens arising or incurred in the ordinary course of business
or in connection with construction contracts for amounts that are not delinquent or are being contested in good faith and for which
appropriate reserves have been made in accordance with GAAP;


 




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(iv)        non-exclusive licenses
(including with respect to Intellectual Property Rights) granted in the ordinary course of business; or


 


(v)        other Liens which
have not had and would not, individually or in the aggregate, reasonably be expected to result in a material Liability (clauses
(i) - (v) of this Section 3.18(b) are, collectively, the “Permitted Liens”).


 


(c)         Except as disclosed on Schedule
3.18(c), there are no outstanding options, rights of first refusal, rights of first offer, rights of reverter or other third party
rights to purchase any Real Property.


 


(d)         None of Seller or the applicable
Seller Affiliate or a JV or, to the Knowledge of Seller, any other party thereto is in default or breach in any material respect
under the terms of any lease for Real Property.


 


(e)         The parcel of land subject
to the repurchase right described in (c)(1) of Schedule 3.18 is unused forest of immaterial value and is not used in the operation
of the Business.


 


Section
3.19         Intellectual Property. (a) Schedule 3.19(a) contains a
true and complete list of all Registered Intellectual Property in existence as of the Original APA Date, including the name of
Seller or its Affiliate holding record title (and separately setting forth actual title if held by a different entity) in and
to each item of Registered Intellectual Property. Except as set forth on Schedule 3.19(a), as of the Original APA Date and at
Closing, all Registered Intellectual Property is, in all material respects, in effect, subsisting and unabandoned, and all maintenance
and prosecution fees relating thereto that are due as of the Original APA Date and the date of Closing have been paid. To Seller’s
Knowledge, all Registered Intellectual Property is valid. Except as set forth on Schedule 3.19(a), all material Business
Intellectual Property Rights are exclusively owned or controlled by Seller or its Affiliate, free and clear of any and all Liens,
other than Permitted Liens; provided that, for purposes of this Section 3.19(a), any right of a third party to grant sublicenses
to any Business Intellectual Property Rights shall not be deemed to be Permitted Liens. Neither Seller nor any of its Affiliates
has granted any third party any outstanding options, rights of first refusal, rights of first offer, rights of reverter or other
third party rights to purchase any Business Intellectual Property Rights.


 


(b)         Seller or its Affiliate either
owns or has a valid and continuing right or license to use and commercially exploit all material Seller Intellectual Property.
The Business Intellectual Property Rights and the Intellectual Property Rights licensed to Buyer or its designee under the License
Agreement are the only material Intellectual Property Rights necessary and sufficient, in all material respects, to conduct the
Business as currently conducted. None of the Intellectual Property Rights owned, used or held for use by the JVs are material to
the conduct of the Business as currently conducted.


 


(c)         With respect to each item
of Intellectual Property Rights that is to be licensed by Seller under the License Agreement, Seller or its Affiliates either owns
or possesses sufficient rights in or to such item to grant the rights set forth in the License Agreement.


 




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(d)         Except as set forth on Schedule
3.19(d), (i) none of the Seller Intellectual Property is subject to any material outstanding judgment, injunction, order, decree,
agreement or Contract (including any Business IP Contract) which materially restricts the use thereof by Seller, any of its Affiliates
or any JV with respect to the Business or materially restricts the licensing thereof by Seller, any of its Affiliates or any JV
or otherwise materially adversely affects the rights of Seller or such Affiliate or JV with respect thereto, and (ii) there is
no material litigation, opposition, cancellation, proceeding, objection or claim pending, asserted or, to the knowledge of Seller,
threatened in writing as of the Original APA Date concerning the ownership, validity, registrability or enforceability of any Business
Intellectual Property Right or any material Seller Intellectual Property owned by Seller or any of its Affiliates.


 


(e)         To the knowledge of Seller,
as of the Original APA Date, the conduct of the Business as then currently conducted did not infringe, misappropriate or otherwise
violate, in any material respect, any Intellectual Property Right of any third party. Neither Seller nor any of its Affiliates
has received (and to the knowledge of Seller, no JV has received) any written claim that the conduct of the Business as currently
conducted infringes, misappropriates or otherwise violates any Intellectual Property Right of any third party.


 


(f)         To Seller’s Knowledge,
as of the Original APA Date, no third party was infringing, misappropriating or otherwise violating, in any material respect, any
Business Intellectual Property Rights.


 


(g)         No former or current shareholder,
employee, director or officer of Seller, its Affiliates or to Seller’s knowledge, any JV has, directly or indirectly, any
interest in the Business Intellectual Property Rights nor does any such Person have any rights to past or future royalty payments
or license fees from Seller, any Affiliate of Seller or any JV deriving from any agreement, whether written or oral, in each case,
with respect to any Business Intellectual Property Right that would reasonably be expected to result in a material Liability to
the Business.


 


(h)         Seller and its Affiliates
have taken reasonable measures to protect the confidentiality of all Trade Secrets included in the Seller Intellectual Property
Rights from which Seller derives independent economic value by virtue of their not being generally known and, in each case, that
are material to the conduct of the Business as currently conducted, and (ii) Seller, its Affiliates and the JVs have enforced,
in all material respects, a policy of requiring each relevant employee, consultant and contractor to assign all of their right,
title and interest in and to the Business Intellectual Property Rights that are developed by such employees, consultants and contractors
to Seller, its Affiliates and the JVs, respectively.


 


(i)         To Seller’s Knowledge,
the information technology systems owned, licensed, leased or otherwise held for use by Seller, its Affiliates and the JVs in the
Business (other than the businesses of the JVs) (the “Information Systems”) have performed without material
degradation and in conformity with the specifications and documentation for such Information Systems since January 1, 2011. Seller,
its Affiliates and, to Seller’s Knowledge, the JVs have in place commercially reasonable measures, consistent with industry
standards, to protect, in all material respects, the confidentiality, integrity and security of critical business data and the
Information Systems (including all information and transactions stored or contained therein or transmitted thereby) against any
unauthorized use, access, interruption, modification or corruption.


 




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Section
3.20         Insurance Coverage. Seller has made available to Buyer
a list of all material insurance policies and fidelity bonds relating to the business and operations of the Business (excluding
the JVs) and its officers and employees in effect as of the Original APA Date. As of the Original APA Date, there are no material
claims by Seller or any of its Affiliates pending under any of such policies or bonds (or any such policies or bonds applicable
to the JVs) as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds or in respect
of which such underwriters have reserved their rights. Seller has paid all premiums required to be paid under such policies and
bonds.


 


Section
3.21         Finders’ Fees. There is no investment banker, broker,
finder or other intermediary which has been retained by or is authorized to act on behalf of Seller, any of its Affiliates or
any JV who might be entitled to any fee or commission in connection with the transactions contemplated by the Transaction Documents.


 


Section
3.22         Labor Matters. (a) Except as set forth on Schedule 3.22(a),
neither Seller nor any of its Affiliates is or has from January 1, 2010 through the Original APA Date been a party to any collective
bargaining or other labor agreement with any labor or trade union, works council, labor organization or other authorized employee
representative representing any Seller Business Employee.


 


(b)         Seller has provided to Buyer
a list (the “Employee List”) that sets forth, as of three Business Days prior to the Original APA Date, the
employee identification number and title of certain individuals who are employed by Seller or its Affiliates (each, a “Seller
Business Employee”) and indicates by asterisk each such individual who performs less than 70% of his or her duties on
behalf of the Business (each, a “Non-Core Employee”). Seller has provided to Buyer, as of three Business Days
prior to the Original APA Date, for each Seller Business Employee, the classes of information set forth on Schedule 3.22(b)(i).
Seller will (or will cause its applicable Affiliate to) provide to Buyer, 20 days prior to the Closing Date, the Employee List
and classes of information set forth on Schedule 3.22(b)(i) for each Seller Business Employee, in each case updated as of three
Business Days prior thereto; provided that the addition of any individual to, or the removal of any individual from, the
Employee List shall be subject to Buyer’s prior approval, except for (1) the addition of any individual who is hired by Seller
or any of its Affiliates in accordance with the terms of Section 5.01(a)(vi)(D) who (A) performs 70% or more of his or her duties
on behalf of the Business or (B) has a primary work function that is a core Business function (i.e., not information technology,
human resources, finance, accounting, legal, customer service or any other function the primary purpose of which is anything other
than a core Business function) or (2) the removal of any individual whose employment with Seller or any of its Affiliates is terminated
in accordance with the terms of this Agreement. Notwithstanding the foregoing, Buyer shall not unreasonably withhold, delay or
condition its approval of the addition of any individual to the Employee List if the hiring of such individual is reasonably necessary
to the conduct of the Business in the ordinary course through the then anticipated Closing Date.


 




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(c)         Except as set forth on Schedule
3.22(c), (i) neither Seller nor any of its Affiliates nor any JV has engaged in any unfair labor practice that could result in
material liability to Buyer or any of its Affiliates, and there are no complaints against Seller or any of its Affiliates or any
JV pending before the National Labor Relations Board or any similar state, local or foreign labor agency with respect to any Seller
Business Employee or employees of the JVs, (ii) Seller and each of its Affiliates and each JV have, from January 1, 2010 through
the Original APA Date, complied in all material respects with all Applicable Laws in any relevant jurisdiction relating to (A)
notification of and/or consultation with any labor or trade union, works council, labor organization or other authorized employee
representative representing any Seller Business Employees or employees of the JVs and (B) transfer of Seller Business Employees
or employees of the JVs pursuant to a business, asset or share transfer, (iii) neither Seller nor any of its Affiliates nor any
JV is, nor from January 1, 2010 through the Original APA Date, was, (A) in breach of any material provision of any works council,
collective bargaining or other labor agreement applicable to any Seller Business Employees or employees of the JVs or (B) received
notice from any Governmental Authority relating to or concerning any investigation of Seller or any of its Affiliates or any JV
regarding any labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws relating
to any Seller Business Employees or employees of the JVs, and to the knowledge of Seller, no such investigation is in progress
or anticipated and (iv) there are no, and from January 1, 2010 through the Original APA Date there were no, pending or, to the
Knowledge of Seller, threatened (A) organizing activities with respect to any Seller Business Employees or employees of the
JVs, or (B) representation questions, arbitration proceedings, lockouts, strikes, slowdowns or work stoppages by or with respect
to any Seller Business Employees or employees of the JVs.


 


(d)         Except as listed on Schedule
3.22(d), with respect to the Seller Business Employees, Seller and each of its Affiliates and each JV is in compliance with, and
at all times from January 1, 2010 has complied in all material respects with, all Applicable Laws relating to employment, including
equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social
security and similar taxes, occupational safety and health and “plant closings” or “mass layoffs” (as those
terms are defined in the WARN Act or any comparable state, local or foreign law).


 


Section
3.23         Employee Benefit Plans. (a) Schedule 3.23(a) lists each
material Employee Plan and each material JV Plan. For purposes of the preceding sentence, any consulting, employment, severance,
retention, or change-in-control Contract or agreement (other than any such agreement which provides for employment on an at-will
basis and which can be terminated at any time upon not more than 30 days’ notice without cost or liability) with any Seller
Business Employee shall be deemed material. For each material Retained Plan, Seller has provided to Buyer a current, accurate
and complete copy of such plan (or to the extent no such copy exists, an accurate description) and, if applicable, (a) the most
recent determination or opinion letter from the Internal Revenue Service, or if the Retained Plan is a prototype plan, the opinion
or notification letter which covers the Retained Plan, and (b) any summary plan description or summary of material modification.
For each Assumed Plan, for the Seller Pension Plan and for each material JV Plan, Seller has provided to Buyer a current, accurate
and complete copy of such plan (or to the extent no such copy exists, an accurate description) and, if applicable, (i) any related
trust agreement or other funding instrument; (ii) the most recent determination or opinion letter from the Internal Revenue Service,
or if the JV Plan or Assumed Plan is a prototype plan, the opinion or notification letter which covers the JV Plan or Assumed
Plan; (iii) any summary plan description or summary of material modification; and (iv) for the most recent year for which they
are available (A) the Form 5500 and attached schedules, (B) audited financial statements and (C) actuarial valuation reports.


 




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(b)         No JV Plan or Employee Plan
is subject to Title IV of ERISA, and neither Seller nor any of its Affiliates contributes to a multiemployer plan, as defined in
Section 3(37) of ERISA, with respect to any Seller Business Employee.


 


(c)         Except as set forth on Schedule
3.23(c), as of the date of this Agreement, with respect to the Seller Pension Plan: (i) no material Liability to the PBGC has been
incurred and remains unpaid (other than for premiums not yet due); (ii) no notice of intent to terminate the Seller Pension Plan
has been filed with the PBGC or distributed to participants therein and no amendment terminating the Seller Pension Plan has been
adopted; (iii) no proceedings to terminate the Seller Pension Plan instituted by the PBGC are pending or, to the Knowledge of Seller,
threatened; (iv) no “reportable event” within the meaning of Section 4043 of ERISA (for which the 30-day notice requirement
has not been waived by the PBGC) has occurred within the last six years; (v) no Lien arising under ERISA or the Code exists as
of the date hereof on the assets of the Seller or any of its ERISA Affiliates; and (vi) there has been no cessation of operations
at a facility that has resulted in liability under Section 4062(e) of ERISA within the last six years, and the transactions contemplated
by this Agreement will not result in any Liability under Section 4062(e) of ERISA.


 


(d)         The Seller Pension Plan and
each JV Plan or other Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable
determination or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter
within the applicable remedial amendment period or such period has not expired and, in the case of the Seller Pension Plan, nothing
has occurred that would reasonably be expected to adversely affect such favorable determination.


 


(e)         The Seller Pension Plan and
each JV Plan or Assumed Plan complies, and since January 1, 2010 has been maintained in compliance, in all material respects with
its terms and all Applicable Laws, including ERISA and the Code. All contributions required to be made under the terms of the Seller
Pension Plan or any Assumed Plan as of the date of this Agreement have been made or, if not yet due, have been accrued for in the
Seller’s Financial Information in accordance with GAAP.


 


(f)         No JV Plan or Employee Plan
provides for, and Seller has no obligation to provide any Seller Business Employee with, post-employment or post-retirement medical,
dental, disability, hospitalization, life or other health or welfare benefits (other than coverage mandated by Applicable Law,
including COBRA).


 




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(g)         Each JV Plan or Assumed Plan
that is subject to or governed by the laws of any jurisdiction other than the United States and that is required to be registered
with a Governmental Authority has been registered with the appropriate Governmental Authorities and complies in all material respects
with, and since January 1, 2010 has been maintained and operated in all material respects accordance with, its terms and all Applicable
Laws.


 


(h)         With respect to the Seller
Business Employees, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated
hereby could, directly or in combination with any other event, result in the payment, acceleration, funding or enhancement of any
material compensation or benefit, materially increase the amount payable or trigger any other material obligation under any JV
Plan or Employee Plan. The consummation of the transactions contemplated by this Agreement will not accelerate the timing of benefit
payments under the Transferred Pension Plan for any Transferred Pension Plan Participant.


 


(i)         Each Assumed Plan that is
a “non-qualified deferred compensation plan” within the meaning of, and subject to, Section 409A of the Code (i) has
been operated in all material respects in good faith compliance with Section 409A of the Code since January 1, 2005, and all applicable
regulations and notices issued thereunder, and (ii) since January 1, 2009, has been in documentary compliance in all material respects
with Section 409A of the Code. No Assumed Plan provides for a gross-up, indemnification or other reimbursement of Taxes due under
Section 409A of the Code or Section 4999 of the Code.


 


Section
3.24         Environmental Compliance. (a) Except as set forth on Schedule 3.24:


 


(i)         with respect to
the Business, the Purchased Assets, the JVs and Real Property, (A) no written notice, order, injunction, decree, judgment, request
for information, complaint or penalty has been received by Seller or any of its Affiliates or any JV, and (B) there are no judicial,
administrative or other actions, investigations, suits or proceedings pending before or, to the knowledge of Seller, threatened
by any Governmental Authority, in the case of each of (A) and (B), which allege a material violation of or material liability under
any Environmental Law;


 


(ii)         Seller or a JV
has obtained or caused to be obtained all material Permits required under Environmental Law that are necessary for the operation
of the Business, the Purchased Assets, the JVs and the Real Property, and all such Permits are in full force and effect, and there
are no pending judicial or regulatory proceedings by any Governmental Authority that could reasonably be expected to result in
the termination, revocation, or materially adverse modification of any such Permit;


 


(iii)        none of Seller,
any of its Affiliates nor any JV is in material violation of the terms of such Permits or, with respect to the operation of the
Business, the Purchased Assets, the JVs or the Real Property, any applicable Environmental Law;


 




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(iv)        none of Seller,
its Affiliates or the JVs have provided any contractual indemnifications relating to liabilities arising under Environmental Laws
to any other Person in relation to the Business or the Real Property, except as would not reasonably be expected to result in any
material Liability of Seller, its Subsidiaries or the JVs;


 


(v)        none of the Real
Property (or portion thereof) is listed or, to the knowledge of Seller, proposed for listing on the “National Priorities
List” under the Comprehensive Environmental Response, Compensation and Liability Act, or any similar governmental list of
sites requiring material investigation or cleanup; and


 


(vi)        to the knowledge
of Seller, there have been no Releases of Hazardous Materials at any Real Property except as would not reasonably be expected to
result in any material Liability of Seller, its Affiliates or the JVs under Environmental Laws.


 


(b)         Seller is not a party to or
otherwise a successor-in-interest to any party to the Administrative Order on Consent by and among the United States Environmental
Protection Agency and GE Specialty Chemicals, Inc., EPA Docket No. RCRA-III-033CA, fully executed as of June 29, 1990, in respect
of the Seller’s Morgantown, West Virginia facility.


 


(c)         Schedule 3.24 lists, as of
the Original APA Date, all (i) material Permits required under Environmental Laws for the lawful ownership, leasing and operation
of the Business, the Purchased Assets and Real Property, in each case other than with respect to the JVs and (ii) substances imported
into the European Union, manufactured, used or produced by any JV or in connection with the Business that are subject to registration
requirements under REACH.


 


(d)         To the knowledge of Seller,
Seller has made available to Buyer true, correct and complete copies of (i) all material environmental assessments and material
environmental audit reports relating to the Business or the Real Property to the extent such assessments and reports are in the
possession or control of Seller, and (ii) all material Permits required under Environmental laws for the lawful ownership, leasing
and operations of the Business and the Purchased Assets, in each case other than with respect to the JVs.


 


(e)         Except as set forth in this
Section 3.24, Seller makes no representations or warranties with respect to matters arising under or relating to Environmental
Laws or any spill, release, emission, discharge, disposal or recycling of, or exposure to, Hazardous Materials or other environmental
matters.


 


Section
3.25         Tax Matters. (a) (i) All material Tax Returns that are
required to be filed with any Taxing Authority on or before the Closing Date by, or with respect to, the Purchased Assets or the
Business have been timely filed and all such Tax Returns are true, correct and complete in all material respects and (ii) Seller
and its Affiliates have timely paid all material Taxes due and payable by, or with respect to, the Purchased Assets or the Business
(whether or not shown on a Tax Return).


 




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(b)         There is no material Action,
suit, proceeding, investigation, audit or claim now proposed or pending against or with respect to the JVs, the Purchased Assets
or the Business with respect to any Taxes.


 


(c)         No claim has been made by
a Taxing Authority in a jurisdiction where Seller, its Affiliates or the JVs do not file a Tax Return with respect to the Purchased
Assets, the Business or the JVs that Seller, its Affiliates or the JVs should be filing Tax Returns in such jurisdiction with respect
to the Purchased Assets, the Business or the JVs.


 


(d)         None of Seller, its Affiliates
and the JVs have waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any material
Tax assessment or deficiency, in each case, with respect to the JVs, the Purchased Assets or the Business and which statute of
limitations has not since expired.


 


(e)         None of the Business Contracts,
Business IP Contracts or Assumed Liabilities are, and none of Seller, any of its Affiliates nor the JVs are a party to, any Tax
sharing, Tax allocation, Tax indemnity or similar arrangement, pursuant to which Buyer or any of its Affiliates may have any obligations
to make material payments (determined on an aggregate basis) after the Closing.


 


(f)          There are no Tax liabilities
of Seller, its Affiliates or the JVs, other than a Tax the liability for which is allocated between Buyer and Seller pursuant to
Article 8, that could result in liability to Buyer as a transferee or successor, or otherwise attach to any of the Purchased Assets
or JV Shares.


 


(g)         Each of the JVs is classified
as a corporation for U.S. federal income Tax purposes pursuant to Treasury Regulation Section 301.7701-2(b).


 


(h)         None of Seller’s Affiliates
that are transferring Purchased Assets that are “United States real property interests” (within the meaning of Section
897(c)(1) of the Code) are “foreign persons” (within the meaning of Treasury Regulation Section 1.1445-2(b)(2)).


 


(i)          All material Tax Returns that
are required to be filed with any Taxing Authority on or before the Closing Date by, or with respect to, the JVs have been timely
filed and all such Tax Returns are true, correct and complete in all material respects and (ii) all material Taxes due and payable
by, or with respect to, the JVs (whether or not shown on a Tax Return) have been timely paid.


 


(j)          Seller does not have a current
plan to sell or otherwise dispose of the shares of Preferred Stock that it will acquire pursuant to this Agreement and Seller does
not have a binding obligation to sell or otherwise dispose of such shares of Preferred Stock. 


 


Section 3.18(b)(ii), Section 3.23
and Sections 3.25(e) through (j) contain the only representations and warranties in this Article 3 with respect to Taxes allocated
to a period (or portion of a period) that ends after the Closing Date, and a breach of any other representation or warranty set
forth in this Article 3 shall not serve as the basis for a claim with respect to such Taxes.


 




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Section
3.26         FCPA and OFAC Matters. Except as has not and would not,
individually or in the aggregate, reasonably be expected to result in a material Liability to the Business:


 


(a)         none of Seller, any of its
Subsidiaries, the JVs nor, to the knowledge of Seller, any of their respective agents or representatives has, in the course of
its actions for, or on behalf of, the Business or the JVs (i) knowingly used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expense relating to political activity, (ii) unlawfully offered or provided, directly or
indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or
any other Person, (iii) violated any provision of the United States Foreign Corrupt Practices Act of 1977, as amended, and any
rules or regulations promulgated thereunder (“FCPA”) or other similar laws of other jurisdictions or (iv) violated
any provision of the UK Bribery Act or other similar laws of other jurisdictions;


 


(b)         Seller, its Subsidiaries and
the JVs have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue
to ensure, continued compliance with the FCPA with respect to the Business and the JVs;


 


(c)         none of Seller, any of its
Subsidiaries, the JVs nor, to the knowledge of Seller, any of their respective agents or representatives has, in the course of
its actions for, or on behalf of the Business of the JVs, directly or indirectly taken any action in violation of any applicable
export control laws, anti-boycott regulations, embargo regulations or other similar applicable United States or foreign laws;


 


(d)         to the knowledge of Seller,
no officer, employee, agent or representative of the Business or the JV is a “specially designated national” or blocked
person under United States sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury
(“OFAC”); and


 


(e)         the Business and the JVs have
not engaged in any business with any Person with whom, or in any country in which, it is prohibited for a United States Person
to engage under Applicable Law or under applicable United States sanctions administered by OFAC.


 


Section
3.27         Related Party Transactions. Except as set forth on Schedule
3.27, (a) there are no Business Contracts, Business IP Contracts or other transactions, agreements, arrangements or understandings
primarily related to the Business or the JVs between Seller, any of its direct or indirect Subsidiaries or a JV, on the one hand,
and (i) any Affiliate of Seller (other than a direct or indirect Subsidiary of Seller) or (ii) any Person who is an officer or
director of Seller, a direct or indirect Subsidiary of Seller or a JV (collectively, “Related Persons”), on
the other hand and (b) since December 31, 2011 through the Original APA Date, Seller, its direct or indirect Subsidiaries and
the JVs have not, directly or indirectly, purchased, leased or otherwise acquired any material property or obtained any material
services, or sold, leased or otherwise disposed of any material property or furnished any material services, in the ordinary course
of business or otherwise, that is primarily related to the Business or the JVs, from or to any Related Person.


 




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ARTICLE
4


Representations
and Warranties of Buyer


 


Buyer represents and warrants to Seller that:


 


Section
4.01         Corporate Existence and Power. Buyer is a corporation
duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all necessary
corporate power to enter into, consummate the transactions contemplated by, and carry out its obligations under, this Agreement.
Buyer has all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business
as now conducted.


 


Section
4.02         Corporate Authorization. The execution, delivery and performance
by Buyer of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Buyer
and have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement constitutes a valid and binding
agreement of Buyer.


 


Section
4.03         Governmental Authorization. The execution, delivery and
performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby require no material action
by or in respect of, or material filing with, any Governmental Authority other than (i) compliance with any applicable requirements
of the HSR Act, (ii) compliance with any applicable requirements of the competition, antitrust or premerger notification laws
of Germany and the Republic of Korea (iii) the filing of a foreign divestment report as required under the Foreign Investment
Promotion Act of the Republic of Korea, (iv) the Permits and (v) any such action or filing as to which the failure to make or
obtain would not, individually or in the aggregate, reasonably be expected to have an effect that is adverse and material to Buyer’s
ability to consummate the transactions contemplated hereby.


 


Section
4.04         Noncontravention. Except as may result from any facts
or circumstances relating to Seller or its Affiliates, the execution, delivery and performance by Buyer of the Transaction Documents
and the consummation by Seller of the transactions contemplated by the Transaction Documents do not and will not (a) violate or
conflict with the Certificate of Incorporation or Bylaws, or comparable organizational documents, of Buyer, (b) conflict with
or violate any Applicable Law or Governmental Order applicable to Buyer or (c) result in any material breach of, or constitute
a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, or give to any
Person any rights of termination, amendment, acceleration or cancellation of, result in the creation of any Lien (other than a
Permitted Lien) on any of the Purchased Assets pursuant to, any note, bond, mortgage, indenture, Contract, permit, license, franchise
or other instrument to which Seller (with respect to the Purchased Assets) is a party or by which any Purchased Asset is bound
or affected.


 




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Section
4.05         Financing. As of the date hereof, Buyer has delivered
to Seller a true, complete and correct copy of (i) an equity commitment letter (the “Equity Financing Commitment”)
from SK Capital Partners III, L.P. (the “Equity Investor”) to provide the equity financing contemplated therein
(the “Equity Financing”) and (ii) executed debt commitment letters (the “Debt Financing Commitment”
and together with the Equity Financing Commitment, the “Financing Commitments”), pursuant to which the Financing
Sources parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt
amounts set forth therein (the “Debt Financing” and together with the Equity Financing, the “Financing”).
As of the Original APA Date with respect to the Equity Financing Commitment and as of the date hereof with respect to the Debt
Financing Commitment, the Financing Commitments are in full force and effect and are a legal, valid and binding obligation of
Buyer, and, to the knowledge of Buyer, of the other parties thereto. As of the Original APA Date with respect to the Equity Financing
Commitment and as of the date hereof with respect to the Debt Financing Commitment, none of the Financing Commitments has been
or is expected to be amended or modified in any material respect and as of the Closing, none of the Financing Commitments will
have been amended or modified in any material respect, other than as is not prohibited under the terms of this Agreement. As of
the Original APA Date with respect to the Equity Financing Commitment and as of the date hereof with respect to the Debt Financing
Commitment, the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect.
As of the Original APA Date with respect to the Equity Financing Commitment and as of the date hereof with respect to the Debt
Financing Commitment, no event has occurred which, with or without notice, lapse of time or both, would constitute a material
default or material breach on the part of Buyer under the Financing Commitments.


 


Section
4.06         Litigation. As of the Original APA Date, there were no
Actions pending or threatened in writing against Buyer that question the validity of any of this Agreement or the transactions
contemplated hereby.


 


Section
4.07         Purchase for Investment. Buyer is purchasing the JV Shares
for investment for its own account and not with a view to, or for sale in connection with, any distribution thereof. Buyer (either
alone or together with its advisors) 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 JV Shares and is capable of bearing the economic risks of such investment.


 


Section
4.08         Finders’ Fees. There is no investment banker, broker,
finder or other intermediary which has been retained by or is authorized to act on behalf of Buyer who might be entitled to any
fee or commission in connection with the transactions contemplated by this Agreement.


 




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Section
4.09         Inspections; No Other Representations. Buyer acknowledges
and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning,
Seller, the Purchased Assets, the JVs, the Business, the transactions contemplated by this Agreement, the Assumed Liabilities
and any other assets, rights or obligations to be transferred hereunder or pursuant hereto. Buyer further acknowledges and agrees
that (i) the only representations, warranties, covenants and agreements made by Seller are the representation, warranties, covenants
and agreements made herein and Buyer has not relied upon any other representations or other information made or supplied by or
on behalf of Seller, any Affiliate or Representative of Seller or a JV, including any information provided by or through management
presentations, data rooms (virtual or otherwise) or other due diligence information and that except in the case of fraud, Buyer
will not have any right or remedy arising out of any such representation or other information, and (ii) any claims Buyer may have
for breach of a representation or warranty in this Agreement shall be based on the representations and warranties of Seller set
forth in Article 3 hereof (as modified by the Schedules hereto), except for claims of fraud.


 


Section
4.10         Capitalization.  (a) Immediately following
the Closing, the authorized share capital of Addivant Holdings shall consist of the Common Stock and the Preferred Stock.


 


(b)         Immediately following the
Closing, all of the shares of Preferred Stock shall have been duly authorized and validly issued and shall be fully paid and non-assessable.
Except for the Common Stock and the Preferred Stock, there shall be no outstanding (i) shares of capital stock or voting securities
of Addivant Holdings, (ii) securities of Addivant Holdings convertible into or exchangeable for shares of capital stock or voting
securities of Addivant Holdings or (iii) options or other rights to acquire from Addivant Holdings, or other obligation of Addivant
Holdings to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting
securities of Addivant Holdings (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Addivant
Company Securities”). Immediately following the Closing, there shall be no outstanding obligations of Addivant Holdings
or any of its Affiliates to repurchase, redeem or otherwise acquire any Addivant Company Securities. Immediately following the
Closing, no shares of capital stock shall be held in treasury by Addivant Holdings. Immediately following the Closing, except for
the Stockholders’ Agreement, there shall be no voting trusts, stockholder arrangements, proxies or other arrangements or
understandings in effect with respect to the voting or transfer of any shares of capital stock of or any other equity interests
in Addivant Holdings that are not reflected in the articles or bylaws of such entity.


 


Section
4.11         Subsidiaries. At the Closing, Addivant Holdings will not
hold any interest in any securities of any other Person, other than Addivant USA and Addivant US Finance LLC.


 


ARTICLE
5


Covenants
of Seller


 


Seller agrees that:


 


Section
5.01         Conduct of the Business. (a) From the Original APA Date
until the Closing Date, except as disclosed on Schedule 5.01(a), or as expressly contemplated by Section 5.04 and Section 7.17,
Seller shall conduct, and cause to be conducted, the Business (excluding the JVs) in the ordinary course (including preparing
and filing all Tax Returns consistent with past practices) and shall use its reasonable best efforts to preserve intact the business
organizations and relationships with third parties and to keep available the services of the present employees of the Business
(excluding the JVs). Without limiting the generality of the foregoing, from the Original APA Date until the Closing Date, except
as disclosed on Schedule 5.01(a), without the consent of Buyer (which consent shall not be unreasonably withheld, delayed
or conditioned), Seller will not, and will not permit any of its Subsidiaries to, in each case with respect to the Business (excluding
the JVs):


 




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(i)         make any change
in any method of accounting or accounting practice or policy used by the Business (excluding the JVs) in the preparation of its
financial statements, other than such changes as are required by GAAP or otherwise applying generally to Seller;


 


(ii)         with respect to
the Business (excluding the JVs), acquire any assets other than in the ordinary course of business consistent with past practices
or in accordance in all material respects with (x) the Acquired Facilities Capex Budget and (y) the Non-Acquired Facilities Capex
Budget;


 


(iii)        sell, lease, license
or otherwise dispose of any assets or property (including the Purchased Assets) other than sales, leases, licenses and other dispositions
of assets or property (including the Purchased Assets) in the ordinary course of business consistent with past practice;


 


(iv)       grant any Lien
(other than a Permitted Lien) on any Purchased Asset (whether tangible or intangible);


 


(v)        except with respect
to any renewals or extensions of leases related to the leased Real Property entered into in the ordinary course of business, enter
into any Business Contract for the purchase or lease of real property;


 


(vi)       other than as required
by Applicable Law or the terms of an Employee Plan, (A) increase the compensation or benefits payable or to become payable to any
Seller Business Employee whose base compensation as of the Original APA Date equals $100,000 or greater (each, a “Key
Employee”), (B) grant any rights to severance or termination pay to, or enter into any employment or severance agreement
with, any Seller Business Employee, other than severance pay for non-Key Employees which could not result in liability to Buyer
or its Affiliates, (C) establish, adopt, enter into, amend or terminate (i) any Employee Plan (other than the Seller Pension Plan)
with respect to any Seller Business Employee, other than to the extent uniformly applied to substantially all similarly situated
employees of Seller and its Affiliates within a particular country (provided that, except as required under Applicable Law, any
such changes shall not be taken into account in determining whether Buyer has complied with its obligations under Section 9.01(a)
for Key Employees) or (ii) the Seller Pension Plan in a manner that could result in liability to Buyer or its Affiliates other
than as contemplated by Section 9.11, or (D) hire any individual who, if employed on the Original APA Date, would be a Seller Business
Employee, other than any such individual who (i) is not employed by Seller or any of its Affiliates on the Original APA Date, (ii)
if employed by Seller or any of its Affiliates on the Original APA Date, would be a non-Key Employee and (iii) (x) is hired to
fill a position that is open as of the Original APA Date or that becomes open after the Original APA Date or (y) if the aggregate
number of such hires does not exceed 5% of the number of the Seller Business Employees as of the Original APA Date;


 




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(vii)       enter into any
Business Contract or Business IP Contract which would have been a Material Contract if in effect on the Original APA Date, other
than in the ordinary course of business;


 


(viii)      materially amend,
other than in the ordinary course, or waive in any material respect or terminate any Material Contract, other than terminations
pursuant to the expiration of the term of any such Material Contract;


 


(ix)        cancel any debts
owed to or claims held by the Business (excluding the JVs), other than in the ordinary course of business in accordance with past
practice;


 


(x)         enter into a new
line of business other than as described in the LRP;


 


(xi)        do any act or omit
to do any act, or permit any act or omission to act, which is intended to cause a material breach of any Material Contract;


 


(xii)       settle or compromise
any material claim or Action (whether or not commenced prior to the Original APA Date) related to the Business (excluding the JVs)
or the Purchased Assets or Assumed Liabilities;


 


(xiii)      fail to make
(A) the aggregate capital expenditures set forth under the “Q4 Forecast” column in the Acquired Facilities Capex Budget
and (B) the aggregate capital expenditures set forth under the “Q4 Forecast” column in the Capex Budget;


 


(xiv)      make any loans,
advances or capital contributions to, or investments in, any other Person, other than (i) in connection with actions not prohibited
under this Section 5.01 and (ii) expenses advanced to Seller Business Employees in the ordinary course;



 


(xv)       fail to maintain
the effectiveness of material Patents and material Trademarks included in the Business Intellectual Property Rights, including
by failing to make any requisite filings, renewals, or payments with applicable patent and trademark offices in applicable jurisdictions;


 


(xvi)      fail to maintain
the effectiveness of material Trade Secrets included in the Business Intellectual Property Rights by failing to take reasonable
steps to maintain the confidentiality of such Trade Secrets;


 




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(xvii)     make, change
or revoke any Tax election; file any amended Tax Return; enter into any closing agreement, settle or compromise any Tax claim or
assessment; or consent to any extension or waiver of the limitation period applicable to any claim or assessment with respect to
Taxes; in each case, to the extent such action would reasonably be expected to adversely affect the Purchased Assets, the Business
(excluding the JVs) or the Buyer and its Affiliates in a taxable period that ends after the Closing Date; or


 


(xviii)    agree or commit
to do any of the foregoing.


 


Notwithstanding anything to the contrary set forth in this Agreement,
from Original APA Date through the Closing Date, Seller shall not, and shall cause its Affiliates not to, acquire, remove, relocate,
or otherwise transfer any asset of the type included in the definition of Purchased Assets to a Retained Facility other than in
the ordinary course of business consistent with past practice; provided, that in no event shall Seller undertake any such
transfer or relocation intended to cause any such transferred asset to be an Excluded Asset and the parties agree that any such
asset so intentionally transferred shall be a Purchased Asset for all purposes hereunder.


 


(b)         From the Original APA Date
until the Closing Date, except as disclosed on Schedule 5.01(b), Seller shall use its reasonable best efforts to cause the
business of the JVs to be conducted in the ordinary course and shall use its reasonable best efforts to preserve intact the business
organizations and relationships with third parties and to keep available the services of the present employees of the JVs, including
by exercising all applicable rights of Seller and its Subsidiaries under the JV Documents, subject to fiduciary duties under Applicable
Law owed by Seller or its Subsidiaries to the other equity holders of the applicable JVs. Without limiting the generality of the
foregoing, from the Original APA Date until the Closing Date, except as disclosed on Schedule 5.01(b), without the consent of Buyer
(which consent shall not be unreasonably withheld, delayed or conditioned), Seller will use its reasonable best efforts (including
by exercising all applicable rights of Seller and its Subsidiaries under the JV Documents), subject to fiduciary duties under Applicable
Law owed to the other equity holders of each JV, (i) to cause such JV not to take any of the actions enumerated in Section 5.01(a)
with respect to its business, assets or liabilities (as if the business, assets or liabilities of such JV are the Business, Purchased
Assets or Assumed Liabilities described in Section 5.01(a)) and (ii) to cause each JV not to (A) make any amendment or change to
its JV Documents or effect any merger, consolidation, reorganization or recapitalization involving any of the foregoing, (B) issue,
sell or grant any Equity Interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing
the right to subscribe for any Equity Interests, or any rights, warrants or options to purchase any Equity Interests or (C) split,
combine, subdivide or reclassify any Equity Interest. If Seller determines that its fiduciary duties under Applicable Law owed
to the other equity holders of either JV require it to permit such JV to take any of the actions described in the preceding sentence,
Seller shall promptly notify Buyer of such determination prior to permitting such JV to take the relevant action. Notwithstanding
the foregoing, from the Original APA Date until the Closing Date, except as disclosed on Schedule 5.01(b), without the consent
of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), Seller will cause each JV not to:


 




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(i)         incur any Indebtedness
(other than borrowings under credit facilities in existence on the Original APA Date and disclosed by Seller to Buyer prior to
the Original APA Date), issue any debt securities or assume, grant, guarantee or endorse, or otherwise as an accommodation become
responsible for, the obligations of any Person, or make any loans or advances; or


 


(ii)         (A) redeem, purchase
or otherwise acquire any outstanding Equity Interests, or any rights, warrants or options to acquire any Equity Interests; (B)
declare, set aside for payment or pay any dividend on, or make any other distribution in respect of, any Equity Interests; or (C)
repay, prepay or otherwise discharge any Indebtedness or other amount owed to Seller or an Affiliate of Seller.


 


(c)         From the Original APA Date
until the Closing Date, Seller shall use commercially reasonable efforts to reasonably complete, resolve or otherwise fully address
prior to the Closing Date any failure to comply with, or any capital project necessary to maintain compliance with, Environmental
Laws in each case to the extent such failure or capital project is listed on Schedule 5.01(c).


 


Section
5.02         Access to Information. (a) From the Original APA Date
until the Closing Date, Seller will, and will cause its Affiliates to, to the extent permitted by Applicable Law (i) give Buyer,
its counsel, financial advisors, Financing Sources, auditors and other authorized representatives (it being understood that each
of the foregoing shall be treated as a “Representative” of Buyer under the Confidentiality Agreement) reasonable access
to the offices, properties, books and records of Seller and its Affiliates relating to the Business or the JVs, (ii) furnish to
Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other
information relating to the Business or the JVs as such Persons may reasonably request and (iii) instruct the employees, counsel
and financial advisors of Seller, its Affiliates and the Business to reasonably cooperate with Buyer in its investigation of the
Business and the JVs. Any investigation pursuant to this Section shall be conducted in such manner as not to unreasonably interfere
with the conduct of the business of Seller, its Affiliates, the JVs and the Business. Notwithstanding the foregoing, Buyer (A)
shall not have access to (1) personnel records of Seller, its Affiliates or the Business the disclosure of which is restricted
by Applicable Law or (2) would cause Seller or any of its Affiliates to breach a confidentiality obligation and (B) may not under
any circumstances conduct or cause to be conducted any sampling or other invasive investigation of the air, soil, soil gas, surface
water, groundwater, building materials or other environmental media at any property related to Seller, its Affiliates, the JVs
or the Business, including the Purchased Assets and the Real Property. Buyer shall bear all of the out-of-pocket costs and expenses
(including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits of Seller and
its employees) reasonably incurred in connection with the foregoing.


 




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(b)         On and after the Closing Date,
Seller will, and will cause its Affiliates to, to the extent permitted by Applicable Law afford promptly to Buyer and its agents
reasonable access to its books of account, financial and other records (including accountant’s work papers), information,
employees and auditors to the extent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation
or any other reasonable business purpose relating to the Business (including approving the release of accountants work papers or
other “audit evidence” to such accounting firms as Buyer may designate); provided that any such access by Buyer
shall not unreasonably interfere with the conduct of the business of Seller, its Subsidiaries or the Business. Buyer shall bear
all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead,
salaries and employee benefits of Seller and its employees) reasonably incurred in connection with the foregoing.


 


(c)         Seller shall, and shall cause
its Affiliates and Representatives to, keep all information relating to the Business, the JVs, Purchased Assets and Assumed Liabilities
confidential, preserve the confidentiality thereof, not use or disclose to any Person such information and instruct its employees
who have had access to such information to keep confidential and not to use any such information (i) unless such information is
now or is hereafter disclosed, through no act or omission of Seller or its Affiliates and Representatives in breach of this Agreement,
in a manner making it available to the general public, (ii) unless such information is required by Applicable Law or legal process
to be disclosed, (iii) except to the extent included in any Tax Return required to be filed by Seller or its Affiliates or to the
extent reasonably related to the resolution by Seller or its Affiliates of any dispute with any Governmental Authority with respect
to such Tax Returns, or (iv) to the extent disclosed in connection with the resolution of any dispute with respect to this Agreement,
in each case other than as required by the terms of the Transaction Documents. Buyer shall be entitled to injunctive relief to
enforce this Section 5.02(c).


 


Section
5.03         Notices of Certain Events. Seller shall promptly notify
Buyer of:


 


(a)         any notice or other communication
from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated
by this Agreement;


 


(b)         any notice or other communication
from any Governmental Authority in connection with the transactions contemplated by this Agreement;


 


(c)         any Actions, suits, claims,
investigations or proceedings commenced relating to Seller, its Subsidiaries, the Business or the JVs that, if pending on the Original
APA Date, would have been required to have been disclosed pursuant to Section 3.12;


 


(d)         any third parties of which
Seller is aware that are infringing, misappropriating or otherwise violating the Business Intellectual Property Rights in any material
respect; and


 




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(e)         any event, change, circumstance
or development that has or is reasonably likely to result in a breach by Seller of any representation, warranty, covenant or obligation
set forth in this Agreement that would result in a failure of the conditions set forth in Section 10.02(a) to be satisfied as of
such time.


 


Section
5.04         Pedrengo Facility. (a) Schedule 5.04(a) sets forth a true,
correct and complete list of the Pedrengo Assets and designation of each such asset as a Waldkraiburg Asset (each such asset so
designated, a “Waldkraiburg Asset”), Catenoy Asset (each such asset so designated, a “Catenoy Asset”),
KTN Asset (each such asset so designated, a “KTN Asset”), Asia JV Asset (each such asset so designated, an
“Asia JV Asset”) or Trafford Park Asset (each such asset so designated, a “Trafford Park Asset”).
At its sole cost and expense, Seller shall (i) cause the Waldkraiburg Assets to be delivered and installed in substantially the
same operating condition as exists on the Original APA Date to the Business facility at Waldkraiburg, Germany on or prior to March
31, 2013, (ii) cause the Catenoy Assets to be delivered and installed in substantially the same operating condition as exists
on the Original APA Date to the Business facility at Catenoy, France on or prior to June 30, 2013, (iii) cause the KTN Assets
to be delivered and installed in substantially the same operating condition as exists on the Original APA Date to KATOEN NATIE
GRINDING & COMPOUNDING SERVICES NV (De Waghemakerestraat 38, 2060 Antwerpen, Belgium, BTW BE 0428.726.736 RPR Antwerpen) on
or prior to March 31, 2013, (iv) use its reasonable best efforts to cause the Asia JV Assets to be delivered to the Asia JV facility
at 542-7 Segyo-dong Pyogtaek, Gyunggi-do, Korea within 30 days following Seller’s receipt of Buyer’s written notice
requesting such delivery, which notice shall not be given prior to the Closing Date, and (v) cause the Trafford Park Assets to
be delivered to the Business facility at Trafford Park on or prior to March 31, 2013.


 


(b)         In each case with respect
to the applicable “Location” set forth on Schedule 5.04(b), from the applicable “Start Date” until the
“End Date” specified on Schedule 5.04(b), Seller shall (i) have Inventory and cause to be produced products in quantities
as set forth on Schedule 5.04(b) and with quality consistent with respect to such Inventory produced by Seller prior to the Closing
Date and (ii) sell all such Inventories and products to Buyer or its designee at prices as set forth on Schedule 5.04(b). The obligations
set forth in this Section 5.04(b) shall not in any way terminate or be reduced or otherwise affected by any failure of Seller to
comply with the deadlines set forth in Section 5.04(a).


 




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Section
5.05         Patent and Trademark Assignments. Prior to Closing, Seller
shall use reasonable best efforts, at its sole cost and expense, to ensure that Seller is the assignee on record in the relevant
government registry or patent and trademark offices for all issued Patents, Patent applications, registered Trademarks and Trademark
applications that are included in the Business Intellectual Property Rights and registered in the Major Countries (collectively,
the “Major Country Patents and Trademarks”) and correct all material defects in the chain of title register
(occurring prior to the Closing Date) in respect of such Major Country Patents and Trademarks in such relevant government registry
or patent and trademark offices, including filing with the United States Patent and Trademark Office any applicable documents
reasonably necessary to reflect that Seller is the assignee on record in the United States Patent and Trademark Office with respect
to the U.S. Patents and U.S. Patent applications and registered and applied for U.S. Trademarks included in the Business Intellectual
Property Rights. Following the Closing, with respect to any issued Patents, Patent applications, registered Trademarks and Trademark
applications that are included in the Business Intellectual Property Rights, in force and effect outside of the Major Countries,
and identified by Buyer (collectively, the “Non-Major Country Patents and Trademarks”), Seller shall reasonably
cooperate with Buyer to ensure that Seller is the assignee on record (as predecessor-in-interest to Buyer) in the relevant government
registry or patent and trademark offices for such Non-Major Country Patents and Trademarks and correct all material defects in
the chain of title register (occurring prior to the Closing Date) in respect of such Non-Major Country Patents and Trademarks
in such relevant government registry or patent and trademark offices; provided that Buyer shall reimburse Seller for any
out-of-pocket expenses reasonably incurred by Seller or any of its Affiliates in connection with the foregoing.


 


Section
5.06         Insurance. Buyer acknowledges and agrees that all insurance
coverage for the Business under policies of Seller and its Affiliates shall terminate as of the Closing and no claims may be brought
thereunder by Buyer from and after the Closing for losses that occur after the Closing. Buyer may bring claims under such policies
that are occurrence-based policies for losses that occur prior to the Closing if permitted under such policies, provided that
such claims shall be at Buyer’s sole cost and expense (including any applicable retentions or deductibles in connection
with such claims) and Seller shall and shall cause its Affiliates to cooperate with Buyer in connection with the exercise of its
rights under this Section 5.06. Prior to Closing, Seller shall obtain a certificate of insurance stating that Buyer shall be an
“additional insured” under such policy pursuant to the applicable agreement.


 


Section
5.07         JV Payables. In the event that Seller or any Affiliate
of Seller receives payment from GSI JV in respect of the GSIS Receivable, Seller shall cause the amount of such payment to be
(i) included in the Purchased Assets if such amount is received prior to the Closing or (ii) remitted to Buyer or its designee
within two (2) Business Days of receipt thereof by Seller or such Affiliate if such amount is received on or after the Closing.


 


Section
5.08         Weston 705. From the Original APA Date through the Closing
Date, with respect to the Purchased Asset known as “Weston 705”, Seller shall use its reasonable best efforts to take,
or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under Applicable
Laws (including taking all actions contemplated by the Weston 705 Project Plan delivered by Seller to Buyer pursuant to the Original
APA) to seek, pursue or obtain, as soon as reasonably practicable, any and all registrations, permits or other approvals on behalf
of Buyer or Buyer’s designee that are necessary or prudent for the production, distribution, sale, marketing or use of Weston
705, including such approvals as may be required by the US Food and Drug Administration (FDA) and/or Governmental Authorities
in Japan and China. Seller shall bear all out of pocket costs associated with the foregoing, including all costs associated with
conducting or ordering scientific studies, developing or analyzing data, and hiring consultants or other third parties. In addition,
in connection with its obligations under this Section 5.08, Seller shall (i) promptly notify Buyer of any material communication
sent to or received from any Governmental Authority and (ii) notify Buyer at least 10 days in advance of any material meeting
between Seller and a Governmental Authority, and Buyer shall have the right, at its sole discretion, to attend and participate
in any such meeting.


 




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Section
5.09         Capital Expenditure Budget. Seller and its Affiliates
will, during each month (in a manner reasonably determined and not intended to delay any payment until after the Closing Date),
make the aggregate capital expenditures set forth under the “January 31, 2013” column, the “February 28, 2013”
column and the “March 31, 2013” column with respect to the corresponding pre-Closing periods for the Capex Budget.
In the event the Closing is reasonably anticipated to take place after March 31, 2013, Seller will deliver revised versions of
such Capex Budgets, reasonably consistent with the LRP and the Capex Budget, and covering the period following March 31, 2013
through the anticipated Closing Date and will make aggregate capital expenditures in accordance therewith and consistent with
the manner described in the immediately preceding sentence. In addition, from the date hereof until the Closing Date, Seller shall
use its reasonable best efforts to make such capital expenditures and perform such other actions as are necessary to complete
the project plan related to Durazone as set forth on Schedule 5.09 (the “Durazone Project”), it being understood
and agreed that any capital expenditures made in connection with the Durazone Project shall not reduce the Seller’s obligations
to make the aggregate capital expenditures described in the first two sentences of this Section 5.09.


 


Section
5.10         Cash Equivalents. Seller agrees that for the twelve (12)
months following the Closing Date, it shall not withdraw any funds from the account set forth on Schedule 5.10 in violation of
the restrictions applicable to such account, or otherwise take any action reasonably likely to result in an obligation of Buyer
to put in place any customs bond or deposit arrangement.


 


Section
5.11         Trademark and Other Matters. Seller will file trademark
applications in the Major Countries with respect to the Addivant Trademarks and use commercially reasonable efforts to prosecute
such applications prior to Closing.


 


ARTICLE
6


Covenants
of Buyer


 


Buyer agrees that:


 


Section
6.01         Access; Seller Confidentiality. On and after the Closing
Date, Buyer will afford promptly to Seller and its agents reasonable access to the properties, books, records, employees and auditors
of Buyer and its Affiliates to the extent necessary to permit Seller to determine any matter relating to its rights and obligations
hereunder or to any period ending on or before the Closing Date; provided that any such access by Seller shall not unreasonably
interfere with the conduct of the business of Buyer and its Affiliates. Seller shall bear all of the out-of-pocket costs and expenses
(including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits of Buyer and
its employees) reasonably incurred in connection with the foregoing. Seller will hold, and will cause its officers, directors,
employees, accountants, counsel, consultants, advisors, Affiliates and agents to hold, in confidence, unless required to disclose
by judicial or administrative process or by other requirements of Applicable Law, all documents and information concerning Buyer,
its Affiliates or the Business provided to it pursuant to this Section 6.01.


 




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Section
6.02         Trademarks; Tradenames. Following the Closing, neither
Buyer nor any of its Affiliates shall be entitled to adopt, employ or make any use of Seller’s Marks or any variation or
derivative thereof, including anything that is confusingly similar to the foregoing, except as permitted under the License Agreement.
As soon as is reasonably practicable and in any event within nine months following the Closing Date, Buyer shall, and shall cause
its Affiliates to, remove, destroy or strike over all Seller’s Marks from Buyer’s and its Affiliates’ assets
and other materials, except to the extent permitted to use such mark under the License Agreement, including their respective stationary,
displays, signs, promotional materials, manuals, forms, websites, email and other materials; provided that Buyer may, within
a reasonable time period following the Closing Date (but in no event later than nine months following the Closing Date) exhaust
any packaging materials bearing any Seller Marks that are included in Inventory as of the Closing Date.  For the avoidance
of doubt, and notwithstanding anything in this Section 6.02 to the contrary, in no event shall Buyer or any of its Affiliates
at any time expressly, or by implication, do business as, or represent themselves as, Seller or any of Seller’s Affiliates,
except as permitted under the License Agreement.


 


Section
6.03         JV Debt Guarantees. Buyer shall use its commercially reasonable
efforts to become the obligor under, and to novate the obligations of Seller and its Affiliates under, each of the JV Debt Guarantees
as promptly as practicable following the Closing; provided that the foregoing shall not require Buyer to procure a letter
of credit or other security or make any payment to any third party. Notwithstanding the foregoing, Buyer will indemnify Seller
in the event it is obligated to pay any amount to any lender pursuant to a JV Debt Guarantee relating to any event or occurrence
taking place at the applicable JV after the Closing Date.


 


Section
6.04         Cash Equivalents. In the event that Buyer or any of its
Subsidiaries receives payment within twelve (12) months following the Closing Date with respect to any matter set forth on Schedule
6.04, Buyer shall cause the amount of such cash payment, net of any costs or liabilities related thereto, to be remitted to Seller
or its designee within two (2) Business Days of receipt thereof by Buyer or such Subsidiary; provided that Buyer’s
obligations pursuant to this Section 6.04 shall in no event require Buyer or any of its Subsidiaries to post any bond or deposit
or replace any cash received by Buyer or such Subsidiary with respect to such matter.


 


Section
6.05         Dividends. During the Transferred Pension Indemnification
Period, Addivant Holdings shall not, and Buyer shall cause Addivant Holdings not to, declare, set aside for payment or pay any
dividend on any Equity Interests of Addivant Holdings unless Buyer or one of its Affiliates shall have first obtained an opinion
from an independent valuation firm of nationally recognized standing to the effect that, after giving effect to such dividend,
Addivant Holdings will be solvent.


 




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ARTICLE
7


Covenants
of Buyer and Seller


 


Buyer and Seller agree that:


 


Section
7.01         Confidentiality. Buyer and Seller hereby agree to be bound
by and comply with the terms of the Confidentiality Agreement, which are hereby incorporated into this Agreement by reference,
such that the information obtained by Buyer or its counsel, financial advisors, auditors or other authorized representatives during
any investigation conducted pursuant to Section 5.02(a) or in connection with the negotiation and execution of this Agreement
or the consummation of the transactions contemplated hereby, or otherwise, shall be governed by the terms of the Confidentiality
Agreement; provided that the Confidentiality Agreement shall terminate upon the Closing.


 


Section
7.02         Further Assurances; Consents; Regulatory Undertakings.
(a) (i) Subject to the terms and conditions of this Agreement, Buyer and Seller will take, or cause to be taken, all actions and
do, or cause to be done, all things necessary or desirable under Applicable Law to consummate the transactions contemplated by
the Transaction Documents, including in connection with obtaining all approvals of Governmental Authorities and any other Persons
necessary to consummate the transactions contemplated in this Agreement.


 


(ii)         Seller and Buyer
agree, and Seller, prior to the Closing, and Buyer, after the Closing, agree to cause the Business (and, for the avoidance of doubt,
subject to fiduciary duties under Applicable Law owed to other equity holders of the applicable JV, use reasonable best efforts
to cause the JVs), to execute and deliver such other documents, certificates, agreements and other writings and to take such other
actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this
Agreement and to vest in Buyer good title to the Purchased Assets and the JV Shares. From time to time following the Closing, Seller
and Buyer shall, and shall cause their respective Affiliates, to execute, acknowledge and deliver all reasonable further conveyances,
notices, assumptions, releases and acquittances and other such instruments, and shall take such reasonable actions as may be necessary
or appropriate to make effective the transactions contemplated hereby as may be reasonably requested by the other party. Seller
and Buyer acknowledge and agree that certain assets transferred to Buyer at Closing may include certain assets, rights and claims
that are not Purchased Assets. If, following the Closing, Buyer or Seller reasonably determines that any such asset was transferred
to Buyer, the parties agree to cooperate to transfer back to Seller or its designated Affiliate such asset as promptly as practicable
without the payment of consideration. If, following the Closing, Seller or Buyer determines that any Purchased Asset was not transferred
to Buyer, the parties agree to cooperate to transfer such asset to Buyer or its designee as promptly as practicable without the
payment of any further consideration. If, after the Closing Date, Seller or Buyer identifies any Intellectual Property Right owned
by Seller or its Affiliates that as of the Closing Date was Business Intellectual Property Rights, Seller shall promptly transfer
such Intellectual Property Right to Buyer for no additional consideration. If, after the Closing Date, Seller or Buyer identifies
any Intellectual Property Right that was transferred by Seller which was not Business Intellectual Property Rights as of the Closing
Date, Buyer shall promptly transfer such Intellectual Property Right to Seller or its designated Affiliate for no additional consideration.


 




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(iii)        Each of Seller
and Buyer shall keep each other reasonably apprised of the status of the matters relating to the completion of the transactions
contemplated by this Agreement.


 


(iv)        After the Closing,
Seller shall, and shall cause its Affiliates to, permit, and hereby authorizes, Buyer to collect, in the name of Seller or its
Affiliates, and shall not attempt to collect other than as requested by Buyer, receivables and to endorse with the name of Seller
or its Affiliates for deposit in Seller’s account any checks or drafts received in payment thereof. Seller shall, and shall
cause its Affiliates to, promptly deliver to Buyer any cash, checks or other property that it may receive after the Closing in
respect of any accounts receivables or other asset constituting part of the Purchased Assets.


 


(v)        Seller and Buyer
shall give written notice to the German notary who has notarized the German Real Estate Transfer Agreement once all Closing conditions,
except for Section 10.02(k), have been met or duly waived.


 


(vi)        No later than five
Business Days prior to the anticipated Closing Date, Buyer shall notify German Seller and German Buyer in writing of the anticipated
Closing Date.


 


(vii)       Without limiting
the foregoing, in the event that the German Real Estate Agreement is not fully valid and enforceable under German law, or that
the land registry competent for the registration of the transfer of the German Real Estate materially contests the validity of
such agreement, or the registration of the transfer of the German Real Estate to German Buyer is not registered in the relevant
land register within three months after the Closing, or the Closing fails or is delayed due to the land registry or any other relevant
Person contesting the validity of the German Real Estate Transfer Agreement, the Seller shall cause the German Seller, and the
Buyer shall cause the German Buyer, to enter into such documents and execute such instruments without undue delay which are required
to give the transactions contemplated under the German Real Estate Transfer Agreement fullest effect, including a re-execution
of the German Real Estate Transfer Agreement, if so required.


 


(b)         In furtherance and not in
limitation of the obligations set forth in Section 7.02(a)(i), each of Buyer and Seller shall:


 


(i)         to the extent necessary,
make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated
hereby as promptly as practicable and in any event within 10 Business Days of the date hereof and to supply as promptly as practicable
any additional information and documentary material that may be requested pursuant to the HSR Act; and


 




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(ii)         as promptly as
practicable, make (or cause to be made) their respective required filings under any applicable non-U.S. competition, antitrust
or premerger notification laws of the jurisdictions identified in Schedule 7.02(b) (“Non-U.S. Antitrust Laws”)
and make any other required submissions under the HSR Act or in the jurisdictions identified on Schedule 7.02(b).


 


Buyer and Seller shall each
pay 50% of all filing fees incident to all such filings.


 


(c)         In furtherance and not in
limitation of the foregoing, each of Buyer and Seller agree to:


 


(i)         promptly notify
each other of any communication concerning this Agreement or the transactions contemplated by the Transaction Documents (the “Transactions”)
to that party or any of its Affiliates from any Governmental Authority and, to the extent not prohibited by Applicable Laws or
such Governmental Authority, permit the other party to review in advance any proposed communication concerning this Agreement or
the Transactions to any Governmental Authority and provide a reasonable opportunity for the other party to provide comments and
for any such reasonable comments to be accounted for prior to their submission;


 


(ii)         not participate
in any meeting or discussion with any Governmental Authority in respect of any filing, investigation or other inquiry concerning
this Agreement or the Transactions unless it consults with the other party in advance and, to the extent permitted by Applicable
Laws or such Governmental Authority, gives the other party the opportunity to attend and participate in such meeting or discussion;


 


(iii)        furnish the other
party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between
it and its Affiliates and representatives on the one hand, and any government or regulatory authority or members of any such authority’s
staff, on the other hand, with respect to this Agreement and the Transactions, except any confidential information or business
secrets, which information shall be provided to counsel on a counsel-to-counsel basis; and


 


(iv)        furnish the other
party with such necessary information and reasonable assistance as such other party and its Affiliates may reasonably request in
connection with their preparation of necessary filings, registrations or submissions of information to any Governmental Authorities,
including any filings necessary or appropriate under the provisions of the HSR Act and applicable Non-U.S. Antitrust Laws.


 


(d)         Without limiting Section 7.02(a)(i),
Seller and Buyer shall each, and shall cause each of their respective Affiliates to, use, and cause their respective Subsidiaries
to use reasonable best efforts promptly to:


 




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(i)         cause the expiration
or termination of the applicable waiting period under the HSR Act and to obtain required clearances and approvals under applicable
Non-U.S. Antitrust Laws as promptly as reasonably practicable;


 


(ii)         avoid the entry
of any decree, order or judgment that would restrain, prevent or delay the Closing; and


 


(iii)        take, in the event
that any permanent, preliminary or temporary decree, order or judgment is entered, issued or enacted, or becomes reasonably foreseeable
to be entered, issued or enacted, in any proceeding, review or inquiry of any kind that would make the Closing in accordance with
the terms of this Agreement unlawful or that would materially restrain, prevent or delay the Closing, reasonable steps necessary
to resist, vacate, modify, reverse, suspend, prevent, eliminate, avoid or remove such actual, anticipated or threatened decree,
order or judgment so as to permit such consummation.


 


(e)         Notwithstanding anything in
this Agreement to the contrary and subject to the last sentence of this Section 7.02(e), the obligations of Buyer under this Section
7.02 shall include Buyer committing to, as a condition to and in return for obtaining any and all expirations of waiting periods
under the HSR Act or consents from any Governmental Authority necessary to consummate the Transactions under the Non-U.S. Antitrust
Laws: (i) agreeing to sell, divest or otherwise convey any particular Purchased Asset, Business Intellectual Property Right, JV
Shares, portion or part of a Purchased Asset or the Business contemporaneously with or subsequent to the Closing; (ii) agreeing
to permit any Purchased Asset, JV Shares or Business Intellectual Property Right to be sold, divested or otherwise conveyed prior
to the Closing; and (iii) licensing, holding separate or entering into similar arrangements with respect to the Purchased Assets,
JV Shares or Business Intellectual Property Right or conduct of business arrangements to the extent such action is necessary to
avoid, prevent, eliminate or remove the issuance or enactment of any order, decree, decision, determination, judgment or law that
would delay, restrain, prevent, enjoin or otherwise prohibit consummation of Transactions by any Governmental Authority. Notwithstanding
the foregoing or any other provision of this Agreement to the contrary, in no event shall Buyer be obligated to, and Seller and
its Subsidiaries shall not agree with a Governmental Authority without the prior written consent of Buyer, to divest or hold separate,
or enter into any licensing or similar arrangement with respect to, any Purchased Assets (whether tangible or intangible), JV Shares
or Business Intellectual Property Right or any portion of the Business, if such divestiture or hold separate involves assets that
are material to the Business or if such licensing or similar arrangement would materially adversely affect assets that are material
to the Business.


 


(f)         Nothing in this Agreement
shall require Seller to take or agree to take any of the actions referred to in clauses (i) through (iii) of Section 7.02(e) with
respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. Other
than as provided by Section 7.02(e), nothing in this Agreement shall require Buyer or any of its Affiliates to sell, divest or
otherwise convey any of their respective assets, categories, portions or parts of assets or businesses at any time or to license,
hold separate or enter into similar arrangements with respect to their respective assets or conduct of business arrangements or
to terminate any of their respective existing relationships or contractual rights or obligations as a condition to obtaining any
expiration of waiting periods under the HSR Act or consents from Governmental Authorities necessary to consummate the Transactions.


 




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Section
7.03         Permit Transfers and REACH.


 


(a)         Without limitation of any
provision of this Agreement, Seller and Buyer shall use their reasonable best efforts to take, or cause to be taken, all actions,
and to do, or cause to be done, all things, necessary or desirable under Applicable Law (i) to transfer to Buyer or Buyer’s
designee any Permits and all REACH Registrations listed on Schedule 2.02(h) under the heading “Environmental, health and
safety permits”; and (ii) to have reissued any Permits to, and to submit new REACH Registrations on behalf of, Buyer or Buyer's
designee to the extent such Permits or REACH registrations are both (A) listed on Schedule 2.03(q) under the heading “Environmental,
health and safety permits” and (B) required under Environmental Laws for the lawful ownership and operation of the Business
and Acquired Facilities. For the avoidance of doubt, the parties shall have no obligation to submit new REACH Registrations pursuant
to the foregoing sentence where the Business may comply with REACH after Closing as a downstream user.


 


(b)         From the date hereof until
the Closing Date, Seller will, and will cause its Affiliates to, use reasonable best efforts to maintain, submit or obtain in the
ordinary course of business those REACH registrations identified on Schedule 3.24(c)(ii).


 


Section
7.04         Catenoy Facility Financial Assurances.


 


(a)         Provided
that Seller has complied with its obligations pursuant to Section 7.04(b), Buyer shall, and shall cause Addivant France SAS to,
use reasonable best efforts to do, or cause to be done, all things, necessary or desirable to satisfy the financial guarantee
obligations applicable to the Business facility located in Catenoy, France required by Governmental Authorities pursuant to (i)
Circulaire n°97-103 du 18/07/97 relative aux garanties financières pour les installations figurant sur la liste
prévue à l’article 7-1 de la loi du 19 juillet 1976, (ii) Code de l’environnement- Décret
n° 2012-633 du 3 mai 2012 relatif à l'obligation de constituer des garanties financières en vue de la mise en
sécurité de certaines installations classées pour la protection de l'environnement, and (iii) the
arrêté du 31 juillet 2012 relatif aux modalités de constitution de garanties financières prévues
aux articles R. 516-1 et suivants du code de l’environnement (the “Catenoy FA Requirements”).


 




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(b)         In connection with such Catenoy
FA Requirements, Seller and Buyer agree as follows:


 


(i)         Seller shall use
reasonable best efforts to obtain, or cause to be obtained, at its cost and expense (including the payment or reimbursement of
premiums for the period specified in clause (iv) below), on behalf and in the name of Addivant France SAS, an insurance policy
on terms that satisfy the Catenoy FA Requirements (the “Insurance Policy”) and that is reasonably acceptable
to both Buyer and Seller; provided that if the Insurance Policy is not available on terms reasonably acceptable to both Buyer and
Seller, then Seller shall use reasonable best efforts to obtain, or cause to be obtained, at its cost and expense (including the
payment or reimbursement of premiums for the period specified in clause (iv) below), on behalf and in the name of Addivant France
SAS, a surety bond on terms that satisfy the Catenoy FA Requirements (the “Surety Bond”) and that is reasonably
acceptable to both Buyer and Seller, in each case prior to the Closing and effective as of the date required by the applicable
Governmental Authority. If Buyer or any of its Affiliates obtains such Insurance Policy or such Surety Bond, then Seller shall
either pay or, upon receipt of evidence that Buyer or its Affiliates have paid the same, reimburse Buyer for the premium costs
of such Insurance Policy or Surety Bond. Buyer acknowledges that the Insurance Policy or Surety Bond may be an insurance policy
or surety bond in existence prior to Closing that would be transferred to Buyer or one of its Affiliates; provided that such insurance
policy or surety bond is reasonably acceptable to Buyer and satisfies the Catenoy FA Requirements.


 


(ii)         If neither the
Insurance Policy nor Surety Bond is available on terms reasonably acceptable to both Buyer and Seller, then to the extent and only
in the event that either (A) the Financing Sources allow Buyer or any of its controlled Affiliates to secure a letter of credit
or bank guarantee without such letter of credit or bank guarantee reducing the amount available to Buyer to borrow pursuant to
the credit facilities provided by such Financing Sources or (B) a lender other than the Financing Sources allows Buyer or any of
its controlled Affiliates to secure a letter of credit or bank guarantee without an obligation to post collateral, (x) Buyer shall
use reasonable best efforts to obtain a letter of credit or bank guarantee to satisfy the Catenoy FA Requirements and (y) Seller
shall use reasonable best efforts to obtain a letter of credit or bank guarantee in an amount not to exceed the financial assurance
amount required to satisfy the Catenoy FA Requirements on substantially the same terms providing that, to the extent an applicable
Governmental Authority demands a release of proceeds from Buyer’s letter of credit facility or bank guarantee, Seller’s
letter of credit facility or bank guarantee shall be obligated to pay to such Financing Source or lender, as applicable, the amount
of such proceeds from Seller’s letter of credit or bank guarantee.


 


(iii)        In the event that
an Insurance Policy or Surety Bond has not been obtained and the conditions set forth in Section 7.04(b)(ii) are not satisfied,
in each case as of the Closing Date, Buyer may obtain an Insurance Policy, Surety Bond or letter of credit or bank guarantee meeting
no more than the minimum requirements necessary to satisfy the Catenoy FA Requirements, and Seller shall either pay or, upon receipt
of evidence that Buyer or its Affiliates have paid the same, reimburse Buyer for the premium costs of such Insurance Policy or
Surety Bond. The payment obligations of Seller under this Section 7.04(b)(iii) shall not exceed an amount equal to 50% of the financial
assurance amount required to satisfy the Catenoy FA Requirements.


 




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(iv)        Seller shall have
no obligations pursuant to this Section 7.04(b) from and after the 2-year anniversary of the Closing Date, nor shall Seller have
any obligation pursuant to this Section 7.04(b) (unless otherwise agreed by Seller in writing) to pay or reimburse the premium
costs of any Insurance Policy or Surety Bond after the 2-year anniversary of the Closing Date; provided that the obligation to
pay or reimburse amounts incurred during such period shall survive until such payments or reimbursements have been made.


 


(c)         Notwithstanding any other
provision herein to the contrary, Buyer Indemnifying Party shall indemnify, defend and hold harmless Seller Indemnified Parties
from and against any Damages incurred by the Seller Indemnified Parties arising from or resulting from any draw from, access to
or release of any financial guarantee or other arrangement for, on behalf of or supported by either Seller, Buyer or their respective
Affiliates pursuant to the Catenoy FA Requirements.


 


Section
7.05         Certain Filings. Seller and Buyer shall cooperate with
one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required,
or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection
with the consummation of the transactions contemplated by this Agreement and (ii) in taking such actions or making any such filings,
furnishing information required in connection therewith, delivering all powers of attorney and seeking timely to obtain any such
actions, consents, approvals or waivers.


 


Section
7.06         Public Announcements. The parties agree to consult with
each other before issuing, or allowing any of their respective Affiliates to issue, any press release or making any public statement
with respect to this Agreement or the transactions contemplated hereby and, except for any press releases and public announcements
the making of which may be required by Applicable Law or any listing agreement with any national securities exchange, will not
issue any such press release or make any such public statement prior to such consultation.


 


Section
7.07         Filings in the Kingdom of Saudi Arabia. Seller shall (and
shall ensure that its shareholders, directors and senior officers) render all support, advice and assistance as may be reasonably
requested by Buyer in connection with (i) liaising with regulatory authorities in the Kingdom of Saudi Arabia, including the Saudi
Arabian General Investment Authority and Saudi Arabian Ministry of Commerce and Industry and (ii) communicating with any third
parties whose consent or approval may be required or desirable in order to transfer the GSI JV Shares from Seller to Buyer and
for the GSI JV Shares to be held by Buyer. Seller shall reasonably cooperate with Buyer and any governmental or regulatory authority,
including the Saudi Arabian General Investment Authority and Saudi Arabian Ministry of Commerce and Industry, and shall provide
all necessary information and assistance reasonably required by Buyer in connection with any governmental or regulatory filings
promptly upon being requested to do so. As soon as practicable following the Closing, Buyer shall (i) arrange for the publication
of the GSI JV Amendment in the Official Gazette (Umm Al Qura) and (ii) submit an application for the registration of the GSI JV
Amendment at the Saudi Arabian Ministry of Commerce and Industry and procure that the GSI JV shall amend the details of its commercial
registration in the Commercial Register maintained by the Saudi Arabian Ministry of Commerce and Industry to reflect the transfer
of the GSI JV Shares to Buyer.


 




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Section
7.08         WARN Act. Seller shall, as soon as practicable following
the Closing, provide Buyer with a schedule setting forth the name and work location of each employee of the Business (excluding
the JVs) who terminated employment within the 90 day period prior to the Closing Date. In the event of any “plant closing”
or “mass layoff” (as defined by the Worker Adjustment and Retraining Notification Act (the “WARN Act”)
or any similar state or local law) with respect to the Business that occurs on or after the Closing Date due to any actions taken
by Buyer, Buyer shall comply with all of the requirements of the WARN Act and any similar state or local law and shall assume
all obligations and liabilities for the provision of notice or payment in lieu of notice or any applicable penalties under the
WARN Act or any similar state or local law arising as a result of the transactions contemplated by this Agreement. Buyer hereby
indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from any and all Damages incurred or suffered
by Seller or any of its Affiliates with respect to the WARN Act or any similar state or local law arising as a result of any actions
taken by Buyer with respect to the Continuing Employees on or after the Closing Date.


 


Section
7.09         Non-competition; Employee Nonsolicitation. (a) Seller
agrees that during the period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date it will not,
and it shall cause its Affiliates not to, directly or indirectly, as a stockholder, investor, member, partner or otherwise, own,
manage, operate or engage in the Business as conducted as of the Original APA Date. Notwithstanding the provisions of this Section
7.09(a), nothing in this Agreement shall preclude, prohibit or restrict Seller or its Subsidiaries from (i) holding not more than
5% of the outstanding voting securities or similar equity interests of any Person engaging in any business activity that would
otherwise violate the first sentence of this Section 7.09(a) or (ii) engaging in any business activity that would otherwise violate
the first sentence of this Section 7.09(a) that is conducted by a business acquired from any Person after the Closing Date, but
only if the revenues derived from the activities prohibited by the first sentence of Section 7.09(a) during the 12 months prior
to such acquisition constitute less than (A) 10% of the gross revenue of such business or (B) $25 million; provided, that
Seller shall not be in violation of this Section 7.09(a) if it acquires such a business with revenues greater than the amounts
specified in clause (ii) so long as (x) within 12 months after the purchase or other acquisition of such business it enters into
a definitive agreement to divest, and, within nine months of the entry into such definitive agreement, actually divests the relevant
portion of such business or securities of the Person conducting such business, or (y) within 12 months after the purchase or other
acquisition of such business, the business complies with this Section 7.09(a).


 


(b)         Until the second anniversary
of the Closing Date, each of Seller and Buyer agrees that it will not, and each agrees that it shall cause its Subsidiaries not
to, directly or indirectly, target, solicit for employment or employ (including in any consulting capacity) any (i) salaried employee
or (ii) other employee whose annual cash compensation exceeds $50,000, in each case, of Seller, Buyer, any of their respective
Affiliates or the Business or the JVs, as applicable. The foregoing shall not apply to the employment by Buyer or any of its Subsidiaries
of any Seller Business Employee.


 




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(c)         If any provision contained
in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained
herein is held to be for a length of time which is not permitted by Applicable Law, or in any way construed to be too broad or
to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision
would be valid or enforceable under Applicable Law, a court of competent jurisdiction shall construe and interpret or reform this
Section to provide for a covenant having the maximum enforceable time period and other provisions (not greater than those contained
herein) as shall be valid and enforceable under such Applicable Law.


 


Section
7.10         Certain Environmental Matters. Buyer and Seller shall
take, or cause to be taken, commercially reasonable actions to cause Buyer to acquire, assume and become subject to as of the
Closing Date (or, if not possible by the Closing Date, as promptly thereafter as possible) all obligations, liabilities and requirements
of those permits, authorizations and orders set forth on Schedule 7.10 (the “Existing Environmental Orders”)
and, subject to Seller’s indemnification obligations pursuant to Section 11.02, to release Seller and its Affiliates as
of the Closing Date (or, if not possible by the Closing Date, as promptly thereafter as possible) from all such obligations, liabilities
or requirements thereunder. On and after the Closing and subject to Section 2.05(d), Buyer shall satisfy, perform and undertake
all liabilities, obligations or requirements relating to such Existing Environmental Orders; provided that Buyer’s
satisfaction, performance and undertaking thereof shall be subject to indemnification in accordance with Section 11.02 and the
limitations applicable thereto.


 


Section
7.11         Refunds and Remittances. If Seller or any of its Affiliates,
on the one hand, or Buyer or any of its Affiliates, on the other hand, after the Closing Date receives any funds properly belonging
to the other party or its Affiliates, the receiving party will promptly so advise such other party and will promptly deliver such
funds to an account or accounts designated in writing by such other party.


 


Section
7.12         Trade Accounts Payable. (a) Schedule 7.12 (the “Trade
Accounts Payable Schedule”) sets forth the LTM Average Trade Accounts Payable for each of the U.S. Dollar-Denominated
Portion of the Business, the U.S. Portion of the Business and the Euro-Denominated Portion of the Business; provided that
the LTM Average Trade Accounts Payable for the U.S. Dollar-Denominated Portion of the Business and the U.S. Portion of the Business
are aggregated for purposes of Schedule 7.12. Notwithstanding anything to the contrary in this Agreement, from the Original APA
Date, Seller will pay or cause to be paid all Trade Accounts Payable outstanding prior to and through the Closing Date in the
ordinary course of business and when due in accordance with their terms.


 


(b)         Buyer shall pay to Seller,
on the date that is fifteen (15) days after the Closing Date, 50% of (i) the LTM Average Trade Accounts Payable for the U.S. Dollar-Denominated
Portion of the Business, (ii) the LTM Average Trade Accounts Payable for the U.S. Portion of the Business and (iii) the LTM Average
Trade Accounts Payable for the Euro-Denominated Portion of the Business, in each case as set forth on the Trade Accounts Payable
Schedule.


 




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(c)         Within thirty-five (35) days
of the Closing Date, Buyer shall pay to Seller the remainder of (i) the LTM Average Trade Accounts Payable for the U.S. Dollar-Denominated
Portion of the Business, (ii) the LTM Average Trade Accounts Payable for the U.S. Portion of the Business and (iii) the LTM Average
Trade Accounts Payable for the Euro-Denominated Portion of the Business, in each case as set forth on the Trade Accounts Payable
Schedule; provided that Buyer shall not be obligated to pay an amount equal to the sum of (x) the Trade Accounts Payable
outstanding as of the Closing that have not been paid within 30 days of the Closing Date and (y) the amount of the Trade Accounts
Payable that Seller or any of its Affiliates is disputing in good faith; provided that Buyer shall promptly pay Seller any
amount not paid pursuant to the preceding sentence following delivery to Buyer of documentary evidence reasonably satisfactory
to Buyer evidencing that such Trade Accounts Payable has been paid. In advance of the payment date pursuant to this Section 7.12(c),
Seller shall have delivered to Buyer evidence reasonably satisfactory to Buyer of the Trade Accounts Payable outstanding as of
the Closing Date that have been paid.


 


(d)         Any payment by Buyer pursuant
to Section 7.12(b) or Section 7.12(c) with respect to the U.S. Dollar-Denominated Portion of the Business or the U.S. Portion of
the Business shall be made in U.S. Dollars and any payment with respect to the Euro-Denominated Portion of the Business shall be
made in Euros.


 


(e)         Seller will provide Buyer
and its representatives access to all books and records reasonably requested to permit Buyer to verify that the Trade Accounts
Payable Schedule was prepared in accordance with the Calculation Principles. No later than 90 days after the Closing Date, Buyer
may deliver a notice to Seller disagreeing with any calculation set forth in the Trade Accounts Payable Schedule and setting forth
Buyer’s grounds for such disagreement.


 


(f)         If a notice of disagreement
shall be delivered pursuant to Section 7.12(e), Buyer and Seller shall, during the 15 days following such delivery, use their reasonable
best efforts to reach agreement on the disputed items or amounts. If, during such period, Buyer and Seller are unable to reach
such agreement, they shall promptly thereafter cause an independent accounting firm of nationally recognized standing reasonably
satisfactory to Buyer and Seller (who shall not have any material relationship with Buyer or Seller), promptly to review this Agreement
and the disputed items or amounts contained in the Trade Accounts Payable Schedule. In making such determination, such independent
accounting firm shall consider only those items or amounts in the Trade Accounts Payable Schedule or Buyer’s notice of disagreement
delivered pursuant to Section 7.12(e). Such independent accounting firm shall deliver to Buyer and Seller, as promptly as practicable,
but in no event later than 30 days after its engagement, a report setting forth such determination. Such report shall be final
and binding upon Buyer and Seller. The cost of such review and report shall be borne proportionately by Buyer and Seller in relation
to the difference between the calculation of LTM Average Trade Accounts Payable as determined by such accounting firm and the Trade
Accounts Payable Schedule, on the one hand, and the calculation delivered by Buyer pursuant to Section 7.12(e), on the other hand.


 




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(g)         Buyer and Seller agree that
they will, and agree to cause their respective Subsidiaries and independent accountants to, cooperate and assist in the conduct
of the audits and reviews of any of the foregoing, including making available books, records, work papers and personnel.


 


(h)         In the event that the LTM
Average Trade Accounts Payable as finally determined pursuant to Section 7.12(f) is less than the amount thereof set forth on the
Trade Accounts Payable Schedule, Seller shall pay to Buyer, within two Business Days of such final determination, the amount of
such difference. In the event that the LTM Average Trade Accounts Payable as finally determined pursuant to Section 7.12(f) is
greater than the amount thereof set forth on the Trade Accounts Payable Schedule, Buyer shall pay to Seller, within two Business
Days of such final determination, the amount of such difference.


 


Section
7.13         Financing. (a) Buyer shall use its commercially reasonable
efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to
(i) maintain in effect the Debt Financing and the Debt Financing Commitments, (ii) negotiate and enter into definitive financing
agreements with respect to the Debt Financing and Debt Financing Commitments on terms and conditions (including any “flex”
provisions) described in the Debt Financing Commitments so that such agreements are in effect no later than the Closing, (iii)
cause its Representatives to cooperate in the preparation of all documents (including offering memoranda, private placement memoranda,
prospectuses and road show presentations, if any) and the making of all filings in connection with the Financing and the other
transactions contemplated by the Financing Commitments, and in executing and delivering all documents and instruments related
to the Financing Commitments, (iv) satisfy on a timely basis all conditions in the Financing Commitments and comply with its obligations
thereunder (in each case, that are in its control) and (v) subject to the satisfaction or waiver of the conditions set forth in
the Debt Financing Commitments, otherwise take, or cause to be taken, all actions and do, or cause to be done, all other things
necessary, proper or advisable to consummate the Debt Financing at or prior to the Closing. Buyer shall keep Seller fully informed
of material developments in respect of the financing process relating thereto. Notwithstanding anything to the contrary herein,
the commercially reasonable efforts of Buyer with respect to the Debt Financing shall not include any obligation to institute
any Action against a Financing Source providing Debt Financing. From the date hereof to the Closing, Buyer shall not agree to,
or permit, any amendment or modification of, or waiver under, the Financing Commitments or other final documentation relating
to the Debt Financing in a manner that would (x) materially delay or prevent the Closing in any respect or (y) (A) reduce the
aggregate amount of the Debt Financing Commitments (including by changing the amount of fees to be paid or original issue discount
of the Debt Financing or similar fees) unless the Equity Financing is increased by a corresponding amount, (B) impose new or additional
material conditions, or otherwise amend, modify or expand any conditions in a material manner, to the receipt of the Debt Financing,
(C) reasonably be expected to make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt
Financing) less likely to occur or (D) adversely impacts the ability of Buyer to enforce its rights against the other parties
to the Debt Financing Commitment or the definitive agreements with respect thereto, the ability of Buyer to consummate the transactions
contemplated hereby or the likelihood of consummation of the transactions contemplated hereby, without the prior written consent
of Seller (which consent may not be unreasonably withheld, conditioned or delayed).


 




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(b)         Prior to the Closing, Seller
shall use its reasonable best efforts to provide, and shall cause its Affiliates and Representatives to use reasonable best efforts
to provide, all reasonable cooperation requested by Buyer in connection with the arrangement of the Debt Financing, including using
its reasonable best efforts to (i) furnish the Financing Sources providing the Debt Financing (as promptly as reasonably practicable)
with financial and other pertinent information regarding the Business and the JVs required pursuant to the Financing Commitments;
(ii) participate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers
or agents for the Financing Sources), drafting sessions, road shows, rating agency presentations and due diligence sessions; (iii)
furnish Buyer for distribution to the Financing Sources providing the Debt Financing as promptly as practicable with pertinent
information as is customary in connection with the Financing regarding the Business’ and the JVs’ assets and operations
and any security required therefor; (iv) assist Buyer and the Financing Sources providing the Debt Financing in the preparation
of a customary offering document and bank information memoranda and lender presentations for any of the Financing, and materials
for rating agency presentations; (v) take all corporate actions, subject to the consummation of the Closing, reasonably requested
by Buyer to permit the consummation of the Financing and to permit the proceeds thereof to be made available to Buyer; (vi) cause
the appropriate authorized Representatives of Seller or the Business or the JVs to execute and deliver any pledge and security
documents, definitive financing documents or other certificates or documents as may be reasonably requested by Buyer or otherwise
facilitate the pledging of Collateral (as defined in the Financing Commitments) for delivery at the consummation of the Financing
at or prior to the Closing; (vii) cause the appropriate authorized Representatives of Seller to execute and deliver any credit
agreements or indentures or other definitive financing documents on terms satisfactory to Buyer at and as of the Closing; (viii)
provide, if requested by Buyer, authorization letters (including with respect to absence of material non-public information in
any public-side version of documents distributed to prospective lenders) to the Financing Sources providing the Debt Financing
authorizing the distribution of information to prospective lenders; (ix) cooperate reasonably with the Financing Sources providing
the Debt Financing’s due diligence, to the extent customary and reasonable; (x) cooperate reasonably with the Financing Sources
providing the Debt Financing to obtain accountant’s comfort letters, legal opinions and, at Buyer’s sole cost and expense,
surveys, title insurance, landlord, warehouseman and bailee lien and access agreements, deposit and investment control agreements,
in each case as reasonably requested by Buyer and customary for financings similar to the Debt Financing; (xi) at least five days
prior to the Closing, provide all documentation and other information about the Business or the JVs as is reasonably requested
in writing by Buyer which relates to applicable “know your customer” and anti-money laundering rules and regulations
including without limitation the USA PATRIOT ACT; (xii) negotiate in good faith a subordination arrangement with respect to the
Notes on substantially the terms of the agreements attached to the Notes (with any immaterial modifications to such terms as are
reasonably satisfactory to the Seller and the Financing Sources providing the Debt Financing); and (xiii) providing (A) documents
reasonably requested by Buyer or its Financing Sources relating to the repayment of the existing Indebtedness of the Business or
the JVs and the release of related Liens (except Permitted Liens), including customary payoff letters; and (B) an executed certificate
of the Person who will be President or Controller of the Business or the JVs immediately following the Closing with respect to
solvency matters substantially in the form attached to the Debt Financing Commitment.


 




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Notwithstanding anything herein to the contrary, (w) nothing
in this Section 7.13 shall require such cooperation to the extent it would require Seller to waive or amend any terms of this Agreement,
(x) nothing in this Section 7.13 shall require such cooperation from Seller or its Affiliates to the extent it would unreasonably
interfere with the ongoing operations of Seller, the Business, the JVs or their respective Affiliates, (y) nothing in this Section
7.13 shall allow any sampling or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building
materials or other environmental media and (z) no liability or obligation of Seller, the JVs or any of their respective Affiliates,
or any of their respective Representatives, under any certificate, agreement, arrangement, document or instrument relating to the
Financing shall be effective until the Closing. Buyer Indemnifying Party shall indemnify and hold harmless Seller, the JVs, their
respective Affiliates and their respective directors, officers, employees and Representatives from and against any and all losses,
damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing and
any information used in connection therewith, in each case other than to the extent any of the foregoing arises from the bad faith,
gross negligence or willful misconduct of, or material breach of this Agreement by, Seller, the JVs or their respective Affiliates.
Any information provided by Seller in connection with seeking the Financing shall be prepared in good faith.


 


The Buyer shall reimburse Seller for all of the documented reasonable
out of pocket costs and expenses incurred by Seller, the JVs or their respective Affiliates in connection with this Section 7.13
on or prior to the Closing or promptly following the Closing or the termination of this Agreement.


 


(c)         If, notwithstanding the use
of commercially reasonable efforts by Buyer to satisfy its obligations under Section 7.13(a), any of the Debt Financing or the
Debt Financing Commitments (or any definitive financing agreement relating thereto) expires or is terminated prior to the Closing,
in whole or in part, for any reason, Buyer shall (i) promptly notify Seller of such expiration or termination and the reasons therefor
and (ii) promptly arrange for alternative financing on terms and conditions no less favorable to Buyer (taking into account any
“market flex” provisions), in the aggregate, than those set forth in the Debt Financing Commitments, (the “Required
Financing Alternative”) from other sources to replace the financing contemplated by such expired or terminated commitments
or agreements, which Required Financing Alternative shall be in an amount sufficient to pay for the consummation of the transactions
contemplated by this Agreement.


 




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(d)         Notwithstanding anything to
the contrary contained in Section 7.13(a), at any time Buyer may replace the Debt Financing with alternative financing arrangements
which (i) provide Buyer with sufficient funds to consummate the transactions contemplated by this Agreement prior to or concurrent
with the Closing and (ii) do not prevent or materially impair or delay the Closing (together with the Required Financing Alternative,
the “Financing Alternative”). In the event Buyer replaces the Debt Financing with any Financing Alternative,
the terms of Section 7.13(a) shall no longer apply with respect to the Financing, but shall thereafter apply with respect to the
Financing Alternative.


 


Section
7.14         Closing MRO Adjustments. (a) As promptly as practicable,
but in no event later than 90 days, after the Closing Date, Seller will cause to be prepared and delivered to Buyer a schedule
setting forth Seller’s calculation of Closing MRO for the U.S. Portion of the Business and for the Euro-Denominated Portion
of the Business (the “Closing MRO Schedule”) and documentation reasonably sufficient to support such calculation.


 


(b)         If Buyer disagrees with the
Closing MRO Schedule, Buyer may, within 30 days after delivery thereof, deliver a notice to Seller disagreeing with such schedule
and setting forth Seller’s revisions thereto. Any such notice of disagreement shall specify those items or amounts as to
which Buyer disagrees, and Buyer shall be deemed to have agreed with all other items and amounts contained in the Closing MRO Schedule.


 


(c)         If a notice of disagreement
shall be delivered pursuant to Section 7.14(b), Buyer and Seller shall, during the 15 days following such delivery, use their reasonable
best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the disputed items
or amounts contained in the Closing MRO Schedule; provided that the amount of Closing MROs shall not be greater than the
amount thereof shown in the Closing MRO Schedule delivered pursuant to Section 7.14(a) nor less than the amount thereof shown in
Buyer’s notice of disagreement delivered pursuant to Section 7.14(b). If, during such period, Buyer and Seller are unable
to reach such agreement, they shall promptly thereafter cause an independent accounting firm of nationally recognized standing
reasonably satisfactory to Buyer and Seller (who shall not have any material relationship with Buyer or Seller), promptly to review
this Agreement and the disputed items or amounts contained in the Closing MRO Schedule. In making such determination, such independent
accounting firm shall consider only those items or amounts in the Closing MRO Schedule or Buyer’s notice of disagreement
delivered pursuant to Section 7.14(b). Such independent accounting firm shall deliver to Buyer and Seller, as promptly as practicable,
but in no event later than 30 days after its engagement, a report setting forth such determination. Such report shall be final
and binding upon Buyer and Seller. The cost of such review and report shall be borne proportionately by Buyer and Seller in relation
to the difference between the calculation of Closing MRO as determined by such accounting firm and the calculation thereof delivered
by Seller pursuant to Section 7.14(a) and Buyer pursuant to Section 7.14(b). In making the determination set forth in the immediately
preceding sentence, the Euro-Denominated Portion of each instance of Closing MRO shall be converted into U.S. dollars at the prevailing
spot exchange rate at the close of business on the Business Day immediately preceding the date on which such report is delivered.


 


(d)         Buyer and Seller agree that
they will, and agree to cause their respective Subsidiaries and independent accountants to, cooperate and assist in the preparation
of the Closing MRO Schedule and the calculation of Closing MRO and in the conduct of the audits and reviews of any of the foregoing,
including the making available of books, records, work papers and personnel.


 




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(e)         To the extent that Final Closing
MRO for the U.S. Portion of the Business is less than $1,301,481, Seller shall promptly pay to Addivant Holdings an amount equal
to the difference between $1,545,509 and Final Closing MRO for the U.S. Portion of the Business. To the extent that Final Closing
MRO for the U.S. Portion of the Business is greater than $1,952,221, Addivant Holdings shall promptly pay to Seller an amount equal
to the difference between Final Closing MRO for the U.S. Portion of the Business and $1,708,194. To the extent that Final Closing
MRO for the Euro-Denominated Portion of the Business is less than €2,604,620, Seller shall promptly pay to Buyer an amount
equal to the difference between €3,092,987 and Final Closing MRO for the Euro-Denominated Portion of the Business. To the
extent that Final Closing MRO for the Euro-Denominated Portion of the Business is greater than €3,906,931, Buyer shall promptly
pay to Seller an amount equal to the difference between Final Closing MRO for the Euro-Denominated Portion of the Business and
€3,418,564. Any payment with respect to the U.S. Portion of the Business shall be made in U.S. dollars and with respect to
the Euro-Denominated Portion of the Business shall be made in Euros. “Final Closing MRO” means Closing MRO as
shown in Seller’s calculation delivered pursuant to Section 7.14(a), if no notice of disagreement with respect thereto is
duly delivered pursuant to Section 7.14(b); or if such a notice of disagreement is delivered, as agreed by Buyer and Seller pursuant
to Section 7.14(c) or in the absence of such agreement, as shown in the independent accounting firm’s calculation delivered
pursuant to Section 7.14(c); provided that in no event shall Final Closing MRO be greater than Seller’s calculation
of Closing MRO delivered pursuant to Section 7.14(a) or less than Buyer’s calculation of Closing MRO delivered pursuant to
Section 7.14(b).


 


Section
7.15         French Transfer Requirements. (a) Promptly, and in any
event within fifteen calendar days following the Closing, Buyer shall cause the French Assignment and Assumption Agreement to
be filed and/or registered with the relevant French tax authorities and registers for publication and tax purposes. In the event
there are objecting creditors pursuant to Article L.141-14 et seq. of the French Commercial code, the corresponding liabilities
will be discharged promptly by (i) Buyer, if the claim is validly made and relates directly to a French Liability or (ii) Seller,
in all other cases of creditors’ objections; provided that the foregoing shall in no way reduce any obligation of
Buyer to make any payment pursuant to Section 7.12 hereunder. In the event that Buyer or Seller receives any notice of objection
from any such creditor, it will promptly deliver notice of such claim to the other Party. Buyer and Seller each hereby undertakes
to take, or cause to be taken, any and all actions necessary or advisable in order to have any such objections for which it is
respectively responsible withdrawn as promptly as practicable.


 


(b)         Seller shall complete all
registrations and filings of all notices required to be registered and/or filed with the relevant Governmental Authorities in order
to obtain the waiver of any preemptive rights of any Person which may exist with respect to the French Real Estate and to discharge
any Liens on the French Real Estate (other than Permitted Liens).


 




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Section
7.16         Certain Saudi Tax Matters. Buyer and Seller hereby
agree that, prior to the Closing, Seller, and following the Closing, Buyer shall use its commercially reasonable efforts to cause
GSI JV to minimize any Taxes described in Section 2.05(a)(iii), including for the avoidance of doubt the filing of any letters
or Tax returns with any Governmental Authority that would be expected to result in minimization or elimination of such Tax. For
the avoidance of doubt, Buyer and Seller shall each be obligated to take the actions described in this Section 7.16 solely to
the extent Buyer or Seller, as applicable, is entitled to do so at that time under the relevant organizational documents of GSI
JV.


 


Section
7.17         IT Applications. Seller shall provide and implement stand-alone
IT Applications in accordance with Schedule 7.17. Buyer shall take the actions set forth on Schedule 7.17 in accordance with the
terms thereof.


 


ARTICLE
8


Tax
Matters


 


Section
8.01         Tax Cooperation; Allocation of Taxes. (a) Buyer and Seller
agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance
relating to the Business and the Purchased Assets (including access to books and records) as is reasonably necessary for the calculation
of the 358(h)(1) Liabilities and the filing of all Tax Returns (including providing all the cost and other basis information that
is reasonably required for Addivant Holdings to prepare the statement that is required by Treasury Regulation Section 1.351-3(b)),
the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense
of any claim, suit or proceeding relating to any Tax with respect to the Purchased Assets or the Business. Buyer and Seller shall
retain all books and records with respect to Taxes pertaining to the Purchased Assets for a period of at least six years following
the Closing Date. On or after the end of such period, each party shall use commercially reasonable efforts to provide the other
with at least 10 days prior written notice before destroying any such books and records, during which period the party receiving
such notice can elect to take possession, at its own expense, of such books and records, provided the foregoing shall not apply
with respect to Taxes that arise in a period that begins after the Closing Date. Seller and Buyer shall cooperate reasonably with
each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Assets or the Business.


 


(b)         (i) All real property Taxes,
personal property Taxes, similar ad valorem Taxes, and any other Taxes levied on a per diem basis, with respect to the Purchased
Assets, the Business or the JV Shares for a taxable period which includes (but does not end on) the Closing Date (other than Transfer
Taxes) shall be apportioned between Seller and Buyer based on the number of days of such taxable period included in the Pre-Closing
Tax Period and the number of days of such taxable period after the Closing Date (any such portion of such taxable period, the “Post-Closing
Tax Period”), and all other Taxes with respect to the Purchased Assets, the Business or the JV Shares for a taxable period
which includes (but does not end on) the Closing Date, other than Taxes described in clause (i) of this Section 8.01(b) and Transfer
Taxes, shall be allocated to the Pre-Closing Tax Period based on the amount of Taxes that would be paid if such taxable period
ended on the close of business on the Closing Date. Seller shall be liable for the proportionate amount of such Taxes that is attributable
to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the
Post-Closing Tax Period.


 




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(c)         Except with respect to the
Taxes described in Section 8.01(e) and Section 8.01(f), all excise, sales, use, value added, registration stamp, recording, documentary,
conveyancing, franchise, property, transfer and similar Taxes, levies, charges and fees incurred in connection with the acquisition
of the JV Shares and the Purchased Assets, but excluding any of the foregoing that are based upon or measured by income or gain,
(collectively, “Transfer Taxes”) and any refunds thereof shall be shared equally by Buyer and Seller. Buyer
and Seller shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation.


 


(d)         Except with respect to the
Taxes described in Section 8.01(e) and Section 8.01(f), Taxes described in Sections 8.01(b) and (c) shall be timely paid, and all
applicable filings, reports and returns shall be prepared and filed, as provided by Applicable Law. The paying party shall be entitled
to reimbursement from the non-paying party in accordance with Section 8.01(b) or (c), as the case may be. Upon payment of any such
Tax described in Section 8.01(b) or (c), the paying party shall present a statement to the non-paying party setting forth the amount
of reimbursement to which the paying party is entitled under Section 8.01(b) or (c), as the case may be together with such supporting
evidence as is reasonably necessary to calculate the amount to be reimbursed. The non-paying party shall make such reimbursement
promptly but in no event later than 10 days after the presentation of such statement. Any payment not made within such time shall
bear interest at the rate set forth in Section 2.11(b) for each day until paid. In the event that the parties agree that additional
Transfer Taxes are required to be paid as a result of a post-Closing adjustment to the Purchase Price, the party that originally
filed the Tax Return with respect to such Transfer Tax shall prepare and file any required additional Tax Return and pay the additional
Transfer Taxes and the other party, upon presentation of such Tax Return or documentation evidencing the performance of such formalities
and the payment of the additional Transfer Taxes, will reimburse 50% of such Taxes within ten (10) days after receipt of such evidence.
In the event that the parties agree that a refund of Transfer Taxes is reasonably likely to be available, the party that originally
filed the Tax Return with respect to such Transfer Tax shall prepare and file the Tax Return on which to claim such refund of Transfer
Taxes and provide 50% of the refund to the other party.


 


(e)         German Tax Matters


 


(i)         It is the common
understanding of the parties to this Agreement, the German Asset Sale Agreement, the German Assignment and Assumption Agreement
and the German Real Estate Transfer Agreement that the transfers and assignments of assets and liabilities by German Seller to
German Buyer as contemplated in this Agreement, the German Asset Sale Agreement, the German Assignment and Assumption Agreement
and the German Real Estate Transfer Agreement constitute a sale of business (Geschäftsveräußerung im Ganzen)
within the meaning of sec. 1 para. 1a of the German Value Added Tax Act (Umsatzsteuergesetz) and are not subject to German
VAT. Therefore, the parties agree that the Purchase Price as allocated pursuant to Section 2.07 to the assets and liabilities transferred
and assigned by German Seller are exclusive of any VAT. German Seller and German Buyer shall use all reasonable endeavors to secure
such treatment. German Seller and German Buyer both confirm that they are taxable persons (Unternehmer) in the meaning of
sec. 2 para. 1 German VAT Act (Umsatzsteuergesetz). German Buyer, moreover, confirms that it intends to continue the transferred
business of German Seller in the same manner.


 




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(ii)         In
the event that, contrary to such understanding, the competent tax office of German Seller takes the position that such transfers
and assignments are completely or partly subject to VAT, the parties to this Agreement, the German Asset Sale Agreement, the German
Assignment and Assumption Agreement and the German Real Estate Transfer Agreement agree that the Purchase Price as allocated pursuant
to Section 2.07 to the assets and liabilities transferred and assigned by German Seller does not include German VAT. German Buyer
shall pay the statutory German VAT to German Seller in addition to the Purchase Price. German Buyer may choose to pay such German
VAT by assigning to German Seller its input VAT claim before the due date of German Seller’s respective VAT liability in
accordance with sec. 46 German Tax Act (Abgabenordnung). In such case, German Seller and German Buyer shall cooperate in
order to arrange for the discharge of German Seller’s VAT liability by setting it off against German Buyer’s claim
for the refund of input VAT. German Seller shall apply for a stay of payment for offset purposes in relation to its obligation
to pay the respective VAT as well as a waiver of the respective interest. If and to the extent that the consent of either the tax
office responsible for German Seller or the tax office responsible for German Buyer to the offset of German Seller’s VAT
liability against German Buyer’s claim for the refund of input VAT or to the interest-free stay of payment of German Seller’s
VAT liability is not granted, German Seller shall give written notice to German Buyer in respect of the fact that no consent was
obtained so far.


 


(iii)        German
Buyer shall procure any payment/assignment under this Section 8.01(e) within five (5) Business Days following receipt of a valid
invoice properly reflecting such German VAT issued by German Seller. Notwithstanding anything in this Agreement to the contrary,
the parties to this Agreement, the German Asset Sale Agreement, the German Assignment and Assumption Agreement and the German Real
Estate Transfer Agreement agree that any assessed German VAT shall be borne solely by German Buyer. German Buyer and Seller shall
fully co-operate to achieve this assignment and German Buyer shall, in particular, sign and file the necessary assignment notice
with the competent tax office.


 


(iv)        Notwithstanding
anything in this Agreement to the contrary, German Seller and German Buyer will each bear 50% of the aggregate amount of any interest
assessed by the competent tax authorities against German Seller on any VAT for the transfers and assignments of assets and liabilities
by German Seller to German Buyer as contemplated in this Agreement, the Assignment and Assumption Agreement and the German Real
Estate Transfer Agreement. German Buyer shall pay 50% of the interest assessed against German Seller within five (5) Business Days
following receipt of a notification of such interest assessment from German Seller.


 






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Notwithstanding anything in this Agreement
to the contrary, the parties agree that if contrary to the confirmation of German Buyer in this Agreement, German Buyer does not
qualify as a taxable person (Unternehmer) within the meaning of sec. 2 para. 1 German VAT Act (Umsatzsteuergesetz)
for VAT purposes and/or does not continue the transferred business of German Seller in the same manner and as a result, the competent
tax authorities assess VAT and interest against German Seller, such interest shall be borne solely by German Buyer.


 


(f)          It
is the common understanding of the parties to this Agreement that the transfer of the French Assets and French Liabilities as contemplated
in this Agreement shall be exempt from VAT pursuant to Article 257 bis of the French General Tax Code (Code général
des impôts). In order to be entitled to such exemption, (i) Buyer (or its Affiliate buying the French Assets and assuming
the French Liabilities) and the appropriate French Subsidiaries of Seller both confirm that they are taxable persons for VAT purposes
on the Closing Date, (ii) Buyer (or its Affiliate buying the French Assets and assuming the French Liabilities) confirms that it
intends to continue the transferred business of the appropriate Subsidiaries of Seller in the same manner and (iii) the appropriate
Subsidiaries of Seller and Buyer (or its Affiliate buying the French Assets and assuming the French Liabilities) undertake to mention
the aggregate value of the transfer (excluding taxes) in their VAT declaration in the box “other non-taxable operations”,
such declaration pertaining to the period of the transfer. In the event that, contrary to such understanding, the competent tax
office of the appropriate Subsidiaries of Seller takes the position that the relief provided by Article 257 bis of the French
General Tax Code is not applicable and VAT is chargeable in respect of the transfer of the French Assets by the appropriate Subsidiaries
of Seller, the appropriate Subsidiaries of Seller shall provide an invoice properly reflecting such VAT in addition to the French
Going Concern Purchase Price and any post-Closing adjustment to the French Going Concern Purchase Price to Buyer (or its Affiliate
buying the French Assets and assuming the French Liabilities). Buyer (or its Affiliate buying the French Assets and assuming the
French liabilities) shall pay the amount of VAT due in addition to the French Going Concern Purchase Price and any post-Closing
adjustment to the French Going Concern Purchase Price with respect to the transfer of the Purchased Assets within five (5) business
days following receipt of such valid invoice but in no case earlier than the French VAT becomes payable, provided, however, that
any interest or penalties relating thereto shall be borne equally by the relevant appropriate Subsidiaries of Seller and Buyer.
In this respect, Buyer (or its Affiliate buying the French Assets and assuming the French liabilities) shall pay 50% of the interest
and penalties assessed against the relevant appropriate Subsidiaries of Seller within five (5) Business Days following receipt
of a notification of such assessment from the relevant appropriate Subsidiaries of Seller. Nevertheless, the parties agree that
if contrary to the confirmation of Buyer (or its Affiliate buying the French Assets and assuming the French Liabilities), the latter
does not qualify as a taxable person for VAT purposes and/or does not continue the transferred business of the appropriate French
Subsidiaries of Seller in the same manner and as a result, the competent tax authorities assess VAT as well as interest and penalties
against the appropriate French Subsidiaries of Seller, such interest and penalties shall be borne solely by Buyer (or its Affiliate
buying the French Assets and assuming the French Liabilities).


 






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In the event that, as a result of the relief
provided for by Article 257 bis of the French General Tax Code being not applicable to the transfer of the French Assets
and of the French Real Estate, the appropriate French Subsidiaries of Seller are required to repay to the French tax authorities
an amount of input VAT in application of Article 207, III of Appendix II to the French General Tax Code, Buyer shall cause its
Affiliate buying the French Real Estate to reimburse the appropriate French Subsidiaries of Seller the amount of such input VAT
as and when such Affiliate effectively recovers from the French tax authorities the amount of VAT the right of deduction of which
will have been transferred to it as a result of the transfer of the French Real Estate, provided however that the amount that such
Affiliate will pay to the appropriate French subsidiaries of Seller will, in any case, not exceed the amount of input VAT repaid
by the latter to the French tax authorities. For this purpose, Seller shall cause its appropriate French Subsidiaries to provide
the Affiliate of Buyer buying the French Real Estate the certificate provided for by Article 207, III-3 of the Appendix II to the
French General Tax Code mentioning the amount of VAT the Affiliate of Buyer is entitled to recover as a result of the transfer
of the French Real Estate.


 


Section
8.02         French Tax Matters . Seller shall cause its appropriate
Subsidiaries to prepare and file within the requisite period any declaration with the relevant Governmental Authority that is
required by Applicable Law in connection with the transfer of the French Assets and French Liabilities (including, as the case
may be, to comply with the provisions of article 201 of the French General Tax Code (Code général des impôts)).
The appropriate French Subsidiaries being part of a tax consolidated group, Seller shall cause them to seek from the French tax
authorities the grant of an extension of payment of the income tax due in connection with the transfer of the French Assets and
French Liabilities in application of article 201, 3 of the French General Tax Code in order to declare the relevant income and
gains within three months of the closing of the relevant fiscal year and to provide Buyer (or its Affiliate buying the French
Assets and assuming the French Liabilities) with a copy of such grant of extension within five (5) days of its receipt. Should
such an extension not be obtained, Seller shall cause (i) its appropriate French Subsidiaries to prepare and file the income tax
return referred to under article 201, 3 of the French General Tax Code within the delay prescribed by such article and (ii) the
relevant company of the tax consolidated group to pay the relevant tax within the same deadline.


 






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Section
8.03         U.S. Tax Treatment. Addivant Holdings has adopted a plan
under Section 351 of the Code pursuant to which for U.S. federal income tax purposes (a) Seller will transfer the U.S. Contributed
Assets and U.S. Assumed Liabilities to Addivant Holdings or its wholly owned subsidiary Addivant USA (which is treated as a disregarded
entity for U.S. federal income tax purposes) in exchange for the U.S. Purchase Price (including the Preferred Stock), (b) Buyer
will acquire shares of common stock of Addivant Holdings and (c) Buyer and Seller will “control” Addivant Holdings
(within the meaning of Section 368(c) of the Code) immediately after the transactions contemplated by this Agreement. Buyer, Addivant
Holdings, Seller and each of their Affiliates each agree to treat the transfer of the U.S. Contributed Assets and U.S. Assumed
Liabilities to Addivant Holdings or Addivant USA, with respect to any “liability” (within the meaning of Section 358(h)(3)
of the Code) that is assumed by Addivant Holdings or Addivant USA pursuant to this Agreement (including any U.S. Assumed Liability)
and that is not associated with the “trade or business” (within the meaning of Section 358(h)(2)(A) of the Code) that
is transferred to Addivant Holdings or Addivant USA pursuant to this Agreement (the “358(h)(1) Liabilities”),
as an exchange subject to Section 358(h)(1) of the Code, and Seller agrees to reduce its tax basis in the Preferred Stock by the
amount of any 358(h)(1) Liabilities in accordance with Section 358(h)(1) of the Code. No later than 30 days after the date hereof,
Seller shall, after good faith consultation with Buyer, deliver to Buyer a proposed calculation of the 358(h)(1) Liabilities (the
“358(h)(1) Schedule”). If within 30 days after the delivery of the 358(h)(1) Schedule, Buyer notifies Seller
in writing that Buyer objects to the calculation set forth in the 358(h)(1) Schedule, Seller and Buyer shall use commercially
reasonable efforts to resolve such dispute within 30 days after the Closing Date. In the event that Seller and Buyer are unable
to resolve such dispute within 30 days after the Closing Date, the Auditor shall be appointed to resolve such dispute, and the
358(h)(1) Schedule shall be based on such determination. The cost of the Auditor shall be paid one-half by Seller and one-half
by Buyer. To the extent that Seller’s “aggregate adjusted bases” in the U.S. Contributed Assets exceeds the
“fair market value” of the U.S. Contributed Assets immediately after the transactions contemplated by this Agreement
(each within the meaning of Section 362(e)(2)(A)(ii) of the Code), Seller and Addivant Holdings each agree to make a joint election
pursuant to Section 362(e)(2)(C) of the Code to apply the limitation in Section 362(e)(2)(A) of the Code to Seller’s tax
basis in the Preferred Stock. Buyer, Addivant Holdings, Seller and each of their Affiliates agree to file all U.S. federal, state
and local income Tax Returns consistent with this Section 8.03.


 


Section
8.04         Survival. Notwithstanding anything in this Agreement to
the contrary, the covenants and agreements contained in Article 8 shall survive for the full period of all statutes of limitations
(giving effect to any waiver, mitigation or extension thereof) and the provisions in this Article 8 shall only be effective after
the Closing.


 


 



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ARTICLE
9

Employee Benefits


 


Section
9.01         Employee Matters. (a) Effective as of the Closing Date,
Buyer shall (or shall cause one of its Affiliates to), as the case may be, (x) employ each Seller Business Employee whose employment
continues with Buyer or any of its Affiliates by operation of Applicable Law on terms and conditions that comply in all material
respects with Applicable Law, or (y) not later than seven days prior to the Closing Date, make an offer of employment to each
Seller Business Employee whose employment does not continue with Buyer or any of its Affiliates by operation of Applicable Law
(other than any such employee who is then on long-term disability, unless under Applicable Law such offer is required to be made
to such employee at such time), in each case, such offer to be contingent on, and effective as of, the Closing. If a Seller Business
Employee to whom Buyer did not offer employment under the foregoing clause (y) solely due to such employee’s being on long-term
disability returns to active service with Seller or one of its Affiliates within six months following the Closing Date (or such
later date as is required by Applicable Law), Buyer shall (or shall cause one of its Affiliates to) make an offer of employment
to such Seller Business Employee not later than the later of seven days prior to the date that such employee is scheduled to return
to active service with Seller or one of its Affiliates or seven days following the date Seller notifies Buyer of such scheduled
return to active service, provided that Seller shall notify Buyer as soon as practicable prior to such scheduled return to active
service (such scheduled return date, the “Leave Return Date”). To the extent permitted under Applicable Law,
such offers of employment shall provide that any Seller Business Employee who does not expressly reject such offer in writing
shall be deemed to accept such offer as of the Closing Date or the Leave Return Date, as the case may be. Seller and Buyer shall
(or shall cause one of their respective Affiliates to) provide to the Seller Business Employees all information required under
Applicable Law in connection with any offers of employment or transfers of employment by operation of Applicable Law contemplated
by this Section 9.01(a). Any offer of employment required to be made by Buyer (or one of its Affiliates) pursuant to this Section
9.01(a) shall be on terms that are in compliance in all material respects with this Section 9.01(a) and Applicable Law. Buyer
shall provide Seller with a reasonable advance opportunity to review the forms of employment offers which Buyer makes under this
Section 9.01(a) and shall consider in good faith any comments of Seller to such forms. Each Seller Business Employee (1) who accepts
(or is deemed to accept) such offer of employment with Buyer or one of its Affiliates (and, where required by Applicable Law,
executes all documents necessary to effectuate such transfer of employment) and commences such employment with Buyer or one of
its Affiliates or (2) whose employment continues with Buyer or any of its Affiliates by operation of Applicable Law and who does
not object to such continuation of employment in accordance with Applicable Law is referred to herein as a “Continuing
Employee”. For a period of 12 months following the Closing Date, Buyer shall, and shall cause its Affiliates to, provide
to each Continuing Employee who remains employed by Buyer or one of its Affiliates (i) a base salary or wage rate that is not
less than that provided to such Continuing Employee immediately prior to the Closing, (ii) severance benefits that are no less
favorable than those provided to such Continuing Employee immediately prior to the Closing Date and (iii) other compensation and
benefits that are substantially comparable in the aggregate to those provided by Seller and its Affiliates to such Continuing
Employee immediately prior to the Closing Date (excluding equity or equity-based compensation, deferred compensation, retiree
health or welfare benefits and participation in a defined benefit pension plan). Except as prohibited by Applicable Law (it being
understood that Buyer shall have no liability to Seller or its Affiliates hereunder for Damages incurred as a result of Buyer’s
failure to perform its obligations under this Section 9.01(a) due to Seller’s failure or refusal to provide Buyer with all
information reasonably necessary to permit Buyer to perform such obligations), Seller shall provide Buyer with all information
reasonably necessary to permit Buyer to perform its obligations under this Section 9.01(a), including such information as may
be reasonably requested by Buyer following the Closing, and Seller’s agreement to provide such information shall survive
the Closing for so long as Buyer remains obligated to perform under this Article 9. Except as otherwise provided in this Agreement,
Buyer shall, and shall cause its Affiliates to, cause any employee benefit plans, arrangements or policies (including, without
limitation, any plan, arrangement or policy required by or maintained pursuant to any Applicable Law) in which any of the Continuing
Employees participate following the Closing Date (collectively, the “Buyer Plans”) to recognize the service
of each Continuing Employee for purposes of vesting, eligibility and benefit entitlement to the same extent such service was recognized
by an Employee Plan as of immediately prior to the Closing (other than (i) for purposes of benefit accrual under any defined benefit
pension plan or retiree health or welfare benefit plan, except to the extent that such benefit accrual is required to be recognized
under Applicable Law, or (ii) to the extent such service credit would result in a duplication of benefits).


 


 



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(b)          Buyer
shall cause each Buyer Plan that is a health care plan to waive pre-existing condition limitations to the extent waived or not
applicable under the analogous Employee Plan, and Buyer shall use commercially reasonable efforts to cause the Continuing Employees
to be given credit under the applicable Buyer Plan for amounts paid prior to the Closing Date during the Buyer Plan year in which
the Closing Date occurs under an analogous Employee Plan for purposes of applying deductibles, co-payments and out-of-pocket maximums
under such Buyer Plan.


 


Section
9.02         Assumed and Retained Plans; Retained and Assumed Employment
Liabilities. Effective as of the Closing, Buyer shall (or shall cause one of its Affiliates to) adopt the Transferred Pension
Plan and the Assumed Plans. Buyer (or its Affiliate) shall assume all liabilities and obligations of Seller and its Affiliates
under (i) the Assumed Plans relating to Continuing Employees and any Seller Business Employee to whom Buyer is obligated under
this Agreement to make an offer of employment who (a) does not receive such offer or (b) rejects such offer from Buyer or one
of its Affiliates that is not a Compliant Offer and (ii) the Transferred Pension Plan. Seller shall (or shall cause one of its
Affiliates to) adopt the Retained Plans and retain all liabilities and obligations of Seller and its Affiliates under the Retained
Plans. Notwithstanding anything in this Agreement to the contrary, including Section 11.02(c), Seller shall indemnify Buyer for
all Damages arising from the Retained Employment Liabilities, which shall include reimbursing Buyer for any payments which Buyer
is required to make under Applicable Law in respect of the Retained Employment Liabilities, and Buyer shall indemnify Seller for
all Damages arising from the Assumed Employment Liabilities, which shall include reimbursing Seller for any payments which Seller
is required to make under Applicable Law in respect of the Assumed Employment Liabilities. Each of Buyer and Seller shall provide
the other with written notice of any amounts for which reimbursement or indemnification is requested under the immediately preceding
sentence, and, in the case of a reimbursement request for payments made by Buyer in respect of the Retained Employment Liabilities
or by Seller in respect of the Assumed Employment Liabilities, with such evidence to substantiate Buyer’s or Seller’s
(as applicable) payment of such amounts as Buyer or Seller (as applicable) may reasonably request. Seller or one of its Affiliates
shall pay to Buyer, and Buyer or one of its Affiliates shall pay to Seller, as applicable, any amount reimbursable under this
Section 9.02 within 30 days of the later of Buyer’s or Seller’s (as applicable) receipt of such notice or substantiating
evidence, if applicable. For the avoidance of doubt, Seller’s and Buyer’s respective indemnification obligations under
this Section 9.02 shall not be subject to the De Minimis Amount, Basket Amount or Cap under Article 11. Notwithstanding anything
in this Agreement to the contrary, Seller’s obligation to indemnify Buyer for all Damages in respect of the Retained Employment
Liabilities, including Seller’s obligation to reimburse Buyer for any payments Buyer makes in respect thereof, and Buyer’s
obligation to indemnify Seller for all Damages in respect of the Assumed Employment Liabilities, including Buyer’s obligation
to reimburse Seller for any payments Seller makes in respect thereof, shall survive the expiration of this Agreement indefinitely.


 






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Section
9.03         Certain Severance Payments. Buyer or one of its Affiliates
shall reimburse Seller for 100% of any severance or similar termination payments or benefits actually paid or provided by Seller
or any of its Affiliates in accordance with Applicable Law or the terms of an applicable Employee Plan to any Seller Business
Employee (other than a Non-Core Employee) to whom Buyer is required to make an offer of employment pursuant to Section 9.01(a)
and fails to make an offer of employment which complies in all material respects with the terms and conditions described in this
Article 9 and Applicable Law (a “Compliant Offer”) if (i) such Seller Business Employee (x) does not receive
such offer or (y) rejects such offer and (ii) Seller or one of its Affiliates provides notice of the termination of employment
of such Seller Business Employee with Seller and its Affiliates not later than 30 days following the last to occur of (A) the
Closing Date, (B) the Leave Return Date, if applicable, or (C) if applicable, the expiration of the period that such Seller Business
Employee provides services to Buyer pursuant to the Transition Services Agreement. Buyer or one of its Affiliates shall reimburse
Seller for 50% of any severance or similar termination payments or benefits actually paid or provided by Seller or any of its
Affiliates in accordance with Applicable Law or the terms of an applicable Employee Plan to any Seller Business Employee (other
than a Non-Core Employee) to whom Buyer is required to make an offer of employment pursuant to Section 9.01(a) and makes a Compliant
Offer if (y) such Seller Business Employee rejects such Compliant Offer and (z) Seller or one of its Affiliates provides notice
of termination of the employment of such Seller Business Employee with Seller and its Affiliates not later than 30 days following
the last to occur of (A) the Closing Date, (B) the Leave Return Date, if applicable, or (C) if applicable, the expiration of the
period that such Seller Business Employee provides services to Buyer pursuant to the Transition Services Agreement. Notwithstanding
anything in this Section 9.03 to the contrary, in no event shall Buyer be obligated under this Section 9.03 to reimburse Seller
for any severance or similar termination payments or benefits made by Seller or its Affiliates to a Seller Business Employee to
the extent that the amount of such payments or benefits exceeds the amount of the payments or benefits to which such Seller Business
Employee would have been entitled under the terms of the applicable Employee Plan in the form (or, if such plan is unwritten,
consistent with the description) provided to Buyer as of the Original APA Date. Seller shall provide Buyer with written notice
of the amount for which reimbursement is requested under this Section 9.03, and with such other evidence to substantiate Seller’s
payment of such amount as Buyer may reasonably require, within 30 days following the date of termination of the applicable Seller
Business Employee. Buyer or one of its Affiliates shall pay to Seller the amount reimbursable under this Section 9.03 within 30
days of the later of Buyer’s receipt of such notice or substantiating evidence, if applicable. For the avoidance of doubt,
Buyer’s reimbursement obligations under the preceding sentence shall not be subject to the De Minimis Amount, Basket Amount
or Cap under Article 11.


 


 



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Section
9.04         Employment Taxes. Seller will follow the “standard
procedure for predecessors and successors” set forth in Section 4 of Revenue Procedure 2004 53, 2004 34 IRB 320 with respect
to Continuing Employees providing services in the United States and shall promptly provide Buyer with such information regarding
employment taxes paid for the calendar year in which the Closing Date occurs with respect to the Continuing Employees as Buyer
may reasonably request.


 


Section
9.05         Employee Bonus Amounts. With respect to each Continuing
Employee (each, a “Bonus Eligible Employee”) who is eligible to earn cash incentive compensation or commissions
(each, a “Bonus”) in accordance with the terms of the applicable Employee Plan (i) to the extent not paid prior
to the Closing Date, Seller shall pay to such Continuing Employee the Bonus earned for the year prior to the year in which the
Closing Date occurs at the same time as Bonuses are ordinarily paid under the applicable Employee Plan to similarly situated employees
of Seller or its Affiliates as if such Continuing Employee had remained employed by Seller or its Affiliate on the date of payment
and (ii) for the calendar year in which the Closing Date occurs (the “Bonus Year”), Seller shall pay to such
employee, as soon as practicable following the Closing Date, an amount in cash (subject to applicable withholding) equal to the
product of (A) the amount of the Bonus that Seller determines such employee would have earned for the Bonus Year had such employee
remained employed with Seller or one of its Affiliates through the last day of the Bonus Year, based on the achievement of the
applicable performance criteria for the calendar quarters of the Bonus Year that are completed prior to the Closing Date, which
criteria Seller may adjust to reflect such factors that Seller determines are appropriate, times (B) a fraction, the numerator
of which is the number of calendar days from the first day of the Bonus Year through the day prior to the Closing Date, and the
denominator of which is the number of calendar days in the Bonus Year (such amount, the “Pro Rata Bonus”).
As soon as reasonably practicable following determination of the Pro Rata Bonus, Seller shall provide to Buyer a schedule setting
forth the Pro Rata Bonus paid or to be paid by Seller to each Continuing Employee. Seller shall make all determinations and adjustments
with respect to the Bonuses reasonably and in good faith.


 


Section
9.06         Labor Agreements. In connection with the execution of
this Agreement and the consummation of the transactions contemplated hereby, Seller shall, and shall cause its Affiliates to,
comply with all Applicable Laws and the terms of any Business Contract relating to any labor or trade union, works council, labor
organization or other authorized employee representative representing any Seller Business Employee, including all notification
and/or consultation requirements. Buyer shall cooperate with Seller in good faith in connection with any works council consultations
or approvals that are required or that Seller and Buyer reasonably agree in good faith are advisable in connection with the transactions
contemplated by this Agreement. Buyer agrees to recognize Local No. 1-08 of the United Steel Paper and Forestry Rubber Manufacturing
Energy Allied Industrial and Service Workers International Union (the “USW”) as the collective bargaining agent
of the employees at the Business facility located in Morgantown, West Virginia, as provided in the collective bargaining agreement
between Seller and the USW dated October 2, 2011. Upon the Closing, Buyer agrees to (or to cause its applicable Affiliate to)
assume such collective bargaining agreement and the obligations of Seller and its Affiliates thereunder with respect to Continuing
Employees that arise on or after the Closing Date; it being understood
that Buyer shall not assume any Retained Employment Liabilities under such agreement.


 






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Section
9.07         Employee Communications. From the date hereof through
the Closing Date, (i) Seller shall provide Buyer with reasonable access during normal business hours and on at least 24 hours’
notice to, and shall facilitate meetings with, Seller Business Employees who may become Continuing Employees for purposes of making
announcements concerning and preparing for the consummation of the transactions contemplated by this Agreement, it being understood
that Seller shall be entitled to attend any such meeting, (ii) Seller and Buyer shall cooperate in good faith regarding any broadly
distributed communication to Seller Business Employees relating to employment, benefits and compensation with Buyer and its Affiliates
following the Closing, which communication shall be reasonably acceptable to both Seller and Buyer and (iii) Seller shall use,
and has used, since the Original APA Date, reasonable efforts to cause its and its Affiliates’ officers, management-level
employees and directors not to influence or seek to influence, or offer any Seller Business Employee any employment or service
position with any Person which would reasonably be expected to influence, any Seller Business Employee to reject a Compliant Offer.


 


Section
9.08         Accrued Vacation; Payroll. As soon as practicable following
the Closing Date (or Leave Return Date, if applicable), Seller shall pay to each Continuing Employee all due and unpaid payroll,
banked overtime and accrued vacation or paid time off attributable to such Continuing Employee’s employment or other service
with Seller prior to the Closing Date. Notwithstanding anything to the contrary in this Agreement, if Seller and Buyer agree (which
agreement neither party shall unreasonably withhold) that it is necessary or advisable that Buyer or one of its Affiliates make
a payment to a Continuing Employee that Seller or one of its Affiliates is otherwise required to make under this Section 9.08,
then, as soon as reasonably practicable following such agreement, Buyer or one if its Affiliates shall make such payment to such
Continuing Employee. Upon Seller’s request, Buyer shall provide Seller with evidence reasonably required to substantiate
that Buyer has made such payment to the applicable Continuing Employee. Seller shall reimburse Buyer the amount of such payment
not later than 30 days following the later of Seller’s receipt of such notice or substantiating evidence, if applicable.


 


Section
9.09         No Third Party Beneficiaries. Without limiting the generality
of the last sentence of Section 13.08, nothing in this Article 9, express or implied, (i) is intended to or shall confer upon
any Person other than the parties hereto, including any Continuing Employee, any right, benefit or remedy of any nature whatsoever
under or by reason of this Agreement, (ii) shall establish, or constitute an amendment, termination or modification of, or an
undertaking to amend, establish, terminate or modify, any benefit plan, program, agreement or arrangement or (iii) shall alter
or limit the ability of Buyer or any of their respective Affiliates to amend, modify or terminate any benefit plan, program, agreement
or arrangement at any time assumed, established, sponsored or maintained by any of them. Nothing in this Article 9 shall create
any obligation on the part of Buyer or its Affiliates, as applicable, to continue to employ any Continuing Employee for any period
following the Closing Date.


 






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Section
9.10         German Employee Notification. (a) In Germany, German Seller
shall undertake all steps reasonably necessary to effect the transfer of its Seller Business Employees (other than its managing
director) in accordance with Section 4 of the German Asset Sale Agreement (Exhibit G) (the “German Seller Business Employees”)
to German Buyer by operation of Applicable Law. Prior to the Closing, German Seller shall inform each German Seller Business Employee
in an information letter (§ 613a-Schreiben) compliant with Applicable Law about (i) the transfer to German Buyer, (ii) the
time or the envisaged time of the transfer, (iii) the reason for the transfer, (iv) the legal, economic and social consequences
of the transfer, (v) the measures contemplated with respect to the German Seller Business Employees, and (vi) the right to object
to the transfer within one month after the receipt of the notification, in each case, in sufficient time to ensure the one month’s
objection period has expired prior to Closing. To the extent Buyer or any of its Affiliates has not already done so prior to the
execution and delivery of this Agreement, they shall furnish Seller and, to the extent required German Buyer, with sufficient
and accurate information as reasonably required by Seller and German Buyer to fulfill German Seller’s information obligations
towards the German Seller Business Employees, and vice versa. German Seller shall forward without undue delay to Buyer, and German
Buyer or Buyer shall forward without undue delay to Seller, copies of any notices of objection received from any of the German
Seller Business Employees. Seller and Buyer or their respective Affiliates shall coordinate and agree the content of the information
letters in good faith and without undue delay prior to rendering them to the German Seller Business Employees. Buyer shall use
reasonable efforts to cause its and its Affiliates’ officers, management-level employees and directors not to influence
or seek to influence, or offer any German Seller Business Employee any employment or service position with any Person which would
reasonably be expected to influence, any German Seller Business Employee to object to his or her transfer to German Buyer; provided
that Buyer’s communicating with a German Seller Business Employee about his or her continued employment in a manner that
complies in all material respects with this Article 9 and Applicable law to a German Seller Business Employee shall not, by itself,
constitute a violation of this obligation.


 


(b)          German
Buyer shall make an offer of employment to the managing director of German Seller in accordance with Section 9.01(a).


 


Section
9.11         Transferred U.S. Pension Plan. (a) Seller has provided
to Buyer a complete and accurate list that sets forth the information relating to the Chemtura Corporation Retirement Plan (the
“Seller Pension Plan”) that is specified in Schedule 9.11(a) (each participant in the Seller Pension Plan described
in clause (i) or (ii) of Schedule 9.11(a), together with each such participant’s beneficiary or alternate payee with an
accrued benefit which remains payable in whole or in part under the Seller Pension Plan, a “Transferred Pension Plan
Participant”). Within fifteen (15) Business Days after the date hereof, Seller
will provide Buyer with the information set forth on Schedule 9.11(a) updated as of the date hereof and including the identity
of any participant specified in Schedule 9.11(a) if such participant or such participant’s alternate payee or beneficiary
is in current pay status.


 


 



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(b)          Seller
shall establish or maintain, effective not later than the Closing Date, a tax-qualified defined benefit pension plan (the “Transferred
Pension Plan”) which will be a spin-off from the Seller Pension Plan in a form
reasonably acceptable to Buyer for the benefit of the Transferred Pension Plan Participants. Following the Closing Date, Seller
shall reasonably cooperate with Buyer to permit Buyer to take all such action reasonably necessary to qualify the Transferred Pension
Plan under Section 401(a) of the Code. Seller shall file a Form 5310-A with the Internal Revenue Service (the “IRS”)
not later than thirty (30) days prior to the Transfer Date, and shall timely make any other submission or filing with the PBGC,
the IRS and DOL required under Applicable Law to be made on or prior to the Transfer Date, with respect to the transactions contemplated
by this Section 9.11.


 


(c)          Seller
shall cause the Seller Pension Plan to spin-off and transfer the assets and benefit liabilities applicable to the Transferred Pension
Plan Participants to the Transferred Pension Plan in a spin-off and transfer under Section 414(l) of the Code as provided
in this Section 9.11. Within five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer its good faith estimate
of (i) the Accrued Liability as of the Transfer Date of each Transferred Pension Plan Participant in the Seller Pension Plan
(such aggregate amount, the “Pension Transfer Liability”), and (ii) the
amount of assets as of the Transfer Date corresponding to such amount, determined in accordance with Treasury Regulation Section 1.414(l)-1
(the “Pension Transfer Amount”). Effective as of the Transfer Date,
and subject to the transfer from the Seller Pension Plan described in Section 9.11(d), the Transferred Pension Plan shall assume
all benefit liabilities of the Seller Pension Plan as of the Transfer Date with respect to the Transferred Pension Plan Participants
under the Seller Pension Plan.


 


(d)          Following
delivery of the estimated Pension Transfer Liability and Pension Transfer Amount pursuant to Section 9.11(c), but not later than
the Closing Date, Seller shall cause the trust that is a part of the Seller Pension Plan to make a transfer (the date of such transfer,
the “Transfer Date”) to a separate trust that is a part of the Transferred Pension Plan in an amount equal to
95% of the estimated Pension Transfer Amount (such transferred amount, the “Initial Pension Transfer Amount”).
Such transfer shall be made in cash or cash equivalents from the Seller Pension Plan. From the Transfer Date through the Closing,
the Initial Pension Transfer Amount will be invested in an interest-bearing money market account through SEI, an existing investment
manager for the Seller Pension Plan (such account, the “Money Market Account”), unless the Parties agree otherwise.


 


(e)          Within
ninety (90) days after the Transfer Date, Seller shall cause the trust that is a part of the Seller Pension Plan to make a second
transfer to the trust that is a part of the Transferred Pension Plan in an amount equal to the Pension True-Up Amount, if any,
as adjusted in accordance with the penultimate sentence of this Section 9.11(e) for the period from the Transfer Date until the
date of such second transfer. Such transfer shall be made in cash or cash equivalents from the Seller Pension Plan. The “Pension
True-Up Amount” shall be equal to the excess (if any) of the Pension Transfer Amount (as finally determined in accordance
with Section 9.11(f)), over the Initial Pension Transfer Amount. If the Initial Pension Transfer Amount exceeds the Pension Transfer
Amount (as finally determined in accordance with Section 9.11(f)), then, as soon as reasonably practicable following such determination,
a transfer shall be made from the trust that is a part of the Transferred Pension Plan to the trust that is a part of the Seller
Pension Plan equal to such excess amount, as adjusted in accordance with the next sentence. Any such amount shall be adjusted for
earnings (or losses) realized by the Seller Pension Plan or the Transferred Pension Plan, as applicable, as a whole for the period
from the Transfer Date until the date of such transfer. Any transfer under this Section 9.11(e) shall be made in cash or cash equivalents
from the Seller Pension Plan or the Transferred Pension Plan, as applicable.


 


 



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(f)          The
Transferred Pension Plan PBO, the Pension Transfer Liability and the Pension Transfer Amount shall be finally determined as set
forth in this Section 9.11(f). Such amounts shall initially be determined by Seller’s actuary and Seller shall deliver to
Buyer a report of Seller’s actuary setting forth such determinations not later than ten (10) Business Days following the
Closing Date together with all information reasonably necessary to review Seller’s actuary’s determination of the Transferred
Pension Plan PBO, the Pension Transfer Liability or the Pension Transfer Amount in all material respects. During the ten (10) Business
Day period following the delivery of such report and such other data and other information as Buyer may reasonably request in order
to review the determination of the Transferred Pension Plan PBO, the Pension Transfer Liability and the Pension Transfer Amount
made by Seller’s actuary, Buyer may assert a different amount for the Transferred Pension Plan PBO, the Pension Transfer
Liability and/or the Pension Transfer Amount. In the event that Buyer fails to assert any such different amount during such period,
Buyer shall be deemed to have accepted the determinations of the Transferred Pension Plan PBO, the Pension Transfer Liability and
the Pension Transfer Amount of Seller’s actuary. In the event Buyer shall make such an assertion, Buyer shall deliver to
Seller with such assertion not later than ten (10) Business Days following such assertion Buyer’s actuary’s determination
of the Transferred Pension Plan PBO, the Pension Transfer Liability or the Pension Transfer Amount together with all information
reasonably necessary to review Buyer’s actuary’s determination of the Transferred Pension Plan PBO, the Pension Transfer
Liability and/or the Pension Transfer Amount in all material respects. If there is a dispute between Seller’s actuary and
Buyer’s actuary as to whether a correction to the Transferred Pension Plan PBO, the Pension Transfer Liability or the Pension
Transfer Amount is warranted, and the dispute remains unresolved for fifteen (15) days, the respective chief financial officers
of Seller and Buyer shall endeavor to resolve the dispute. If the dispute remains unresolved for thirty (30) days, Seller and Buyer
shall select and appoint a third actuary who is mutually satisfactory to both Seller and Buyer. The determination of the third
actuary shall be rendered within thirty (30) days and shall be binding and conclusive on Seller and Buyer as to any dispute for
which the third actuary was appointed; provided, however, that if such third actuary’s determination of the amount
of the Transferred Pension Plan PBO, the Pension Transfer Liability or the Pension Transfer Amount, as applicable, (i) exceeds
such amount as determined by both Seller’s actuary and Buyer’s actuary, the greater of such amount as determined by
Seller’s actuary or Buyer’s actuary shall be binding and conclusive on Seller and Buyer or (ii) is less than such amount
as determined by both Seller’s actuary and Buyer’s actuary, the lesser of such amount as determined by Seller’s
actuary or Buyer’s actuary shall be binding and conclusive on Seller and Buyer. The cost of such third actuary shall be divided
equally between the Seller and Buyer, and Seller and Buyer each shall be responsible for the cost of its own actuary. The transfers
contemplated in this Section 9.11 shall be determined in accordance with Section 414(l) of the Code and the related Treasury
Regulations.


 






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(g)          Seller
shall, and shall cause its Affiliates to, establish and, until the Closing, maintain the Transferred Pension Plan in compliance
with the requirements for tax qualification under ERISA and the Code and the related Treasury Regulations, and shall cause the
transfers contemplated in this Section 9.11 to be effectuated in accordance with Section 414(l) of the Code and the related Treasury
Regulations. Seller shall provide Buyer with drafts of the Transferred Pension Plan prior to adoption thereof and the Form 5310-A
to be filed with the IRS, as contemplated by this Section 9.11. Seller shall not adopt the Transferred Pension Plan or file such
Form 5310-A prior to receiving approval from the Buyer of the Transferred Pension Plan, which approval shall not be unreasonably
withheld, conditioned or delayed.


 


Section
9.12         Net Transferred Pension Liability. If the excess of the
Transferred Pension Plan PBO (as finally determined under Section 9.11(f)) over the balance of the Money Market Account (or the
value of the assets held by the Transferred Pension Plan, determined in the same manner as used to determine the Pension Transfer
Amount, including Treasury Regulation Section 1.414(l)-1, to the extent such assets are not then invested in the Money Market
Account) as of the close of business on the Business Day immediately preceding the Closing Date (such excess, the “Net
Transferred Pension Liability”) is finally determined to be:


 


(a)          less
than $80,000,000 (the “Anticipated Net Transferred Pension Liability”) and greater than or equal to $68,000,000,
then Addivant USA shall issue to Seller, as soon as reasonably practicable following final determination of the Net Transferred
Pension Liability, a promissory note in the form attached as Exhibit L hereto (the “Initial Pension Note”) in
a principal amount equal to the excess of the Anticipated Net Transferred Pension Liability over the Net Transferred Pension Liability,
provided that in no event shall the Initial Pension Note be issued in a principal amount that exceeds $12,000,000;


 


(b)          less
than $68,000,000, then Addivant USA shall issue to Seller as soon as reasonably practicable following final determination of the
Net Transferred Pension Liability, (A) the Initial Pension Note in a principal amount equal to $12,000,000 and (B) an additional
promissory note in the form attached as Exhibit L hereto (the “Additional Pension Note”) in a principal
amount equal to the amount by which $68,000,000 exceeds the Net Transferred Pension Liability;


 


(c)          greater
than the Anticipated Net Transferred Pension Liability and less than or equal to $80,823,311, then, as soon as reasonably practicable
following final determination of the Net Transferred Pension Liability, Seller shall transfer to Addivant Holdings a portion of
the Seller Note issued at Closing representing in the aggregate the right to receive payment of a principal amount equal to the
excess of the Net Transferred Pension Liability over the Anticipated Net Transferred Pension Liability, up to a maximum of $823,311
and the interest payable on such principal amount in accordance with the terms of the Seller Note; and


 


 



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(d)          greater
than $80,823,311, Seller shall transfer to Addivant Holdings the Seller Note issued at Closing and shall pay an amount in cash
to Addivant Holdings equal to the difference between such Net Transferred Pension Liability and $80,823,311.


 


Section
9.13         Transferred Pension Plan Indemnities. (a) Notwithstanding
anything in this Agreement to the contrary, including Section 11.02(c):


 


(i)          Addivant
Holdings and Addivant USA (together, the “Addivant Indemnitors”) shall, jointly and severally, indemnify Seller
and its Affiliates for (x) any amounts or payments that Seller or its Affiliates are required by the U.S. Department of Labor (the
“DOL”), the PBGC, the IRS or any court of competent jurisdiction or otherwise arising under ERISA or the Code
to (A) contribute to the Transferred Pension Plan following the Closing, whether directly or as the result of any called guaranty
or draw against any other security Seller or its Affiliates is required by the DOL, the PBGC or the IRS to put in place in connection
with the transactions contemplated by this Agreement, and any additional Damages directly related thereto or (B) pay (including,
without limitation, by reason of Section 4069 of ERISA) following the Closing with respect to the Transferred Pension Plan and
any additional Damages directly related thereto, except to the extent Seller is otherwise required under Section 9.13(a)(ii) to
indemnify Buyer or Addivant USA for such amounts and any additional Damages directly related thereto, and (y) 50% of any excise
taxes, penalties or other Liabilities actually imposed upon Seller or its Affiliates as a result of any prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or breach of fiduciary duty resulting from the transactions contemplated
by Section 9.11; provided, that the Addivant Indemnitors’ total indemnification obligations under this Section 9.13(a)(i)
shall not exceed $40,000,000 and shall be reduced by all amounts contributed by Addivant USA or any of its Affiliates to the Transferred
Pension Plan up to $22,000,000.


 


(ii)         Seller
shall indemnify Addivant USA and its Affiliates for (A) any Liabilities arising from, and any additional Damages directly related
to, the Seller Pension Plan unrelated to the transactions contemplated by Section 9.11, (B) Seller’s or its Affiliate’s
breach of Section 9.11 and any additional Damages directly related thereto and (C) 50% of any excise taxes, penalties or other
Liabilities actually imposed upon Addivant USA or its Affiliates as a result of any prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code or breach of fiduciary duty resulting from the transactions contemplated by Section 9.11; provided,
that Seller’s total indemnification obligations under this Section 9.13(a)(ii) shall not exceed $40,000,000.


 


(b)          The
indemnification obligations under Section 9.13(a) shall apply to any claim or the commencement of any Action by any third party
in respect of which indemnity may be sought under Section 9.13(a) that is asserted or brought on or prior to the sixth anniversary
of the Closing Date and for which the party seeking indemnification provides notice to the other party not later than thirty (30)
days following the sixth anniversary of the Closing Date (the period for which such indemnification obligations apply, the “Transferred
Pension Indemnification Period”). The third-party claim procedures set forth in Section 11.03 and the direct claim procedures
set forth in Section 11.04 shall each apply mutatis mutandis to any claims for indemnification under Section 9.13(a). For
the avoidance of doubt, Seller’s and the Addivant Indemnitors’ respective indemnification obligations under Section
9.13(a) shall not be subject to the De Minimis Amount, Basket Amount or Cap under Article 11.


 






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(c)          Each
Party shall participate in, and cooperate with each other Party with respect to, all discussions with the PBGC, the DOL or the
IRS or any other Governmental Authority regarding the Transferred Pension Plan or the transactions contemplated by Section 9.11.
The Parties agree to use consistent, agreed upon assumptions for purposes of Section 436 of the Code if required to do so by the
IRS. The approval of each party shall be required prior to the entry into any settlement or similar arrangement that triggers any
indemnification obligation under this Section 9.13, with such approval not to be unreasonably withheld, conditioned or delayed.


 


(d)          Anything
to the contrary in this Agreement notwithstanding, the Parties hereby agree that, following the Closing, excluding any claims for
fraud, the sole and exclusive remedy of a Party for any Damages that such Party may suffer as a result of or in connection with
the transactions contemplated by Section 9.11 and the Transferred Pension Plan shall be the indemnification rights set forth in
Section 9.13(a) above.


 


(e)          Buyer
hereby guarantees the indemnification obligations of the Addivant Indemnitors to Seller and its Affiliates set forth in Section
9.13(a)(i) (subject to the limitations set forth therein) in the event an Addivant Indemnitor fails to perform any such obligation.


 


ARTICLE
10

Conditions to Closing


 


Section
10.01         Conditions to Obligations of Buyer and Seller. The obligations
of Buyer and Seller to consummate the Closing are subject to the satisfaction of the following conditions:


 


(a)          Any
applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated.


 


(b)          No
provision of any material Applicable Law shall prohibit the consummation of the Closing.


 


(c)          The
required approvals of the antitrust and competition authorities set forth on Schedule 7.02 shall have been obtained or any applicable
waiting period thereunder shall have expired of been terminated.


 


(d)          There
shall be no Governmental Order in existence that prohibits the sale of the Purchased Assets or the other transactions contemplated
by this Agreement.


 






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(e)          Seller
shall have obtained the consents, permits and approvals of the Saudi Arabian Ministry of Commerce and Industry and the Saudi Arabian
General Investment Authority necessary to transfer the GSI JV Shares from Seller to Buyer and for the GSI JV Shares to be held
by Buyer.


 


(f)          The
Net Transferred Pension Liability, as estimated immediately prior to the Closing Date by Seller’s actuary (which estimate
shall be reasonably acceptable to Buyer’s actuary) shall be greater than or equal to $60,000,000.


 


Section
10.02         Conditions to Obligation of Buyer. The obligation of
Buyer to consummate the Closing is subject to the satisfaction of the following further conditions:


 


(a)          Each
of (i) the Fundamental Representations (other than the representations and warranties contained in Sections 3.25(e) to 3.25(i))
and the representations set forth in Section 3.10(a) shall be true and correct in all respects as of the Closing Date as if made
on or as of the Closing Date (other than representations and warranties that are made as a specific date, which representations
shall be true and correct as of such date); (ii) the other representations and warranties of Seller contained in this Agreement
shall be true and correct (without giving effect to any limitations as to materiality or “Material Adverse Effect”
set forth therein except for the use of “material” in Section 3.11(a)(xi), the first instance of “material”
in Section 3.11(a)(xii), the second instance of “material” in the first sentence of Section 3.14(a), the first instance
of “material” in Section 3.20, and each instance of “material” in Section 3.23(a)) as of the Closing as
if made on the Closing Date (other than representations and warranties that are made as of another date, which representations
and warranties shall have been true and correct as of such date), except for breaches or inaccuracies, as the case may be, as to
matters that, individually or in the aggregate, have not or would not reasonably be expected to have a Material Adverse Effect;
(iii) the covenants contained in this Agreement required to be complied with by Seller on or before the Closing shall have been
complied with in all material respects; and (iv) Buyer shall have received a certificate signed by an officer of Seller to the
foregoing effect.


 


(b)          From
the Original APA Date to the Closing, there shall not have occurred and be continuing any event, occurrence, development or state
of circumstances or facts that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material
Adverse Effect.


 


(c)          Buyer
shall have received all documents it may reasonably request relating to the existence of Seller and the authority of Seller to
execute, deliver and perform this Agreement in form and substance reasonably satisfactory to Buyer.


 


(d)          Seller
shall have delivered to Buyer a certification, signed under penalties of perjury and dated not more than 30 days prior to the Closing
Date, that satisfies the requirements of Treasury Regulation Section 1.1445-2(b)(2) and confirms that Seller, and each of its Affiliates
who are transferring Purchased Assets that are attributable to the U.S. Portion of the Business, is not a “foreign person”
as defined in Section 1445 of the Code.


 






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(e)          Seller
shall have delivered to Buyer a certification dated as of the Closing Date, that Seller is not in default (as defined in the relevant
credit facility) under any credit facility pursuant to which any of the Purchased Assets have been pledged as collateral.


 


(f)          All
Licenses set forth on Schedule 10.02(f) shall have been transferred to (or, if not transferrable, reissued in the name of) Buyer
or Buyer’s designee.


 


(g)          Seller
shall have executed and delivered, or caused to be executed and delivered by the applicable Seller Affiliate, to Buyer all of the
Transaction Documents other than the German Assignment and Assumption Agreement.


 


(h)          Seller
shall have provided and implemented the IT Applications satisfying the requirements set forth on Schedule 7.17.


 


(i)          Seller
shall have delivered to Buyer, in form and substance reasonably acceptable to Buyer, originals of duly executed, notarized resignation
letters from the three existing directors of Asia JV appointed by Seller and a statutory auditor of Asia JV appointed by Seller.


 


(j)          Seller
shall have delivered to Buyer the original copy of the filing of foreign divestment (change of foreign investor) report accepted
by a designated foreign exchange under the Foreign Investment Promotion Act of Korea.


 


(k)          German
Seller and German Buyer shall have concluded each of the German Real Estate Transfer Agreement and the German Asset Sale Agreement
in front of a German notary and all conditions for the maturity and the purchase price listed in the German Real Estate Transfer
Agreement, except for the condition set forth in Section 3.3.5 of the German Real Estate Transfer Agreement, shall have been met
or duly waived.


 


(l)          Each
of the closing deliverables set forth in Section 2.08(c) to be delivered by Seller to Buyer shall have been delivered.


 


(m)          French
Seller and French Buyer shall have concluded the French Real Estate Transfer Agreement in front of the notary appointed by the
parties and the registration or filing of all notices required to be registered and/or filed with the relevant Governmental Authorities
and the waiver or expiration of all preemptive rights of any Person which may exist with respect to the French Real Estate shall
have been duly satisfied and waived (or expired) and all Liens on the French Real Estate (other than Permitted Liens) shall have
been discharged.


 


(n)          Seller
shall have obtained the approval of the Saudi Industrial Development Fund (“SIDF”) in connection with that certain
Loan Agreement No. (1628), dated May 6, 2008, between GSI JV and SIDF, to the transfer of the GSI JV Shares to Buyer.


 


 



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Section
10.03         Conditions to Obligation of Seller. The obligation of
Seller to consummate the Closing is subject to the satisfaction of the following further conditions:


 


(a)          (i)
Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior
to the Closing Date, (ii) the representations and warranties of Buyer contained in this Agreement and in any certificate or other
writing delivered by Buyer pursuant hereto shall be true in all material respects at and as of the Closing Date, as if made at
and as of such date and (iii) Seller shall have received a certificate signed by an officer of Buyer to the foregoing effect.


 


(b)          Seller
shall have received all documents it may reasonably request relating to the existence of Buyer and the authority of Buyer to execute,
deliver and perform this Agreement in form and substance reasonably satisfactory to Seller.


 


(c)          Buyer
shall have executed and delivered, or caused to be executed and delivered by the applicable Buyer Affiliate, to Seller all of the
Transaction Documents other than the German Assignment and Assumption Agreement.


 


ARTICLE
11

Survival; Indemnification


 


Section
11.01         Survival. The representations and warranties of the parties
hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith
shall survive the Closing until the 18-month anniversary of the Closing Date; provided that the Fundamental Representations
(other than the representations and warranties contained in Section 3.15(a)) shall survive until 60 days after the applicable
statute of limitations period. The covenants and agreements of the parties hereto contained in this Agreement or in any certificate
or other writing delivered pursuant hereto or in connection herewith to be performed prior to the Closing shall survive the Closing
until the 18-month anniversary of the Closing Date and those covenants and agreements that by their terms contemplate performance
in whole or in part after the Closing shall survive the Closing until the date by which such covenant or agreement is required
to be performed. Notwithstanding the preceding sentences, any breach of covenant, agreement, representation or warranty in respect
of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to
the preceding sentences, if notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been
given to the party against whom such indemnity may be sought prior to such time.


 


Section
11.02         Indemnification. (a) Effective at and after the Closing,
Seller hereby indemnifies Buyer and its Affiliates, stockholders, members, partners, managers, officers, directors, employees,
representatives, successors or assigns (the “Buyer Indemnified Parties”) against and agrees to hold each of
them harmless from any and all Damages incurred by the Buyer Indemnified Parties arising out of or related to:


 






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(i)          any
misrepresentation or breach of any representation or warranty, excluding any representation or warranty set forth in Section 3.25(a)
through (d), made in this Agreement or any certificate delivered pursuant hereto (each such misrepresentation and breach of warranty
a “Warranty Breach”); provided, however, that for purposes of determining a Warranty Breach or the amount
of Damages suffered by any Buyer Indemnified Party or any of its Affiliates, no effect shall be given to any reference to “materiality,”
“Material Adverse Effect,” or words of similar import except for the use of “material” in Section 3.11(a)(xi),
the first instance of “material” in Section 3.11(a)(xii), the second instance of “material” in the first
sentence of Section 3.14(a), the first instance of “material” in Section 3.20 and each instance of “material”
in Section 3.23(a);


 


(ii)         any
breach or failure by Seller to perform any of its covenants or obligations contained in this Agreement;


 


(iii)        subject
to Section 11.06, any Environmental Liabilities existing or occurring on or prior to the Closing Date other than to the extent
arising in connection with or relating to those matters disclosed on Schedule 3.24 (subject to the exceptions set forth in such
Schedule) (“Unknown Pre-Closing Environmental Liabilities”); or


 


(iv)        any
Excluded Liability;


 


provided that with respect to indemnification by Seller
for Warranty Breaches pursuant to Section 11.02(a)(i) or for Unknown Pre-Closing Environmental Liabilities pursuant to Section
11.02(a)(iii), (A) Seller shall not be liable for any individual Warranty Breach or series of related Warranty Breaches or Unknown
Pre-Closing Environmental Liabilities unless the amount of Damages with respect to such Warranty Breaches or Unknown Pre-Closing
Environmental Liabilities exceeds $100,000 (the “De Minimis Amount”), and if such Damages do not exceed the
De Minimis Amount, such Damages shall not be applied to or considered for purposes of calculating the Basket Amount, (B) Seller
shall not be liable unless the aggregate amount of Damages with respect to all Warranty Breaches and Unknown Pre-Closing Environmental
Liabilities exceeds $2 million (the “Basket Amount”) and then only to the extent such aggregate amount exceeds
the Basket Amount and (C) Seller’s maximum liability for all such Warranty Breaches and Unknown Pre-Closing Environmental
Liabilities shall not in the aggregate exceed $30 million (the “Cap”); provided further that the calculation
of the Basket Amount in (B) above shall include the full amount of such Damages with respect to all Warranty Breaches, series of
related Warranty Breaches and Unknown Pre-Closing Environmental Liabilities to the extent such Damages for each such Warranty Breach,
series of related Warranty Breaches or Unknown Pre-Closing Environmental Liability exceed the De Minimis Amount. Notwithstanding
the foregoing, none of the De Minimis Amount, Basket Amount or Cap shall apply to a Warranty Breach under a Fundamental Representation
of Seller or in respect of Damages arising from fraud on the part of Seller. For the avoidance of doubt, Buyer shall not be entitled
to indemnification pursuant to this Section 11.02(a) in respect of any Damages to the extent such Damage was taken into account
in determining adjustments to the Purchase Price pursuant to Section 2.09 or Section 2.11.


 


(b)          Effective
at and after the Closing, Buyer Indemnifying Party hereby indemnifies Seller and its Affiliates, managers, officers, directors,
employees, representatives, successors or assigns (the “Seller Indemnified Parties”) against and agrees to hold
each of them harmless from any and all Damages incurred by the Seller Indemnified Parties arising out of or related to:


 






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(i)          any
Warranty Breach; provided, however, that for purposes of determining a Warranty Breach suffered by any Seller Indemnified
Party, no effect shall be given to any reference to “materiality” or words of similar import;


 


(ii)         any
breach or failure by Buyer to perform any of its covenants or obligations contained in this Agreement; or


 


(iii)        any
Assumed Liability;


 


provided that with respect to indemnification
by Buyer Indemnifying Party for Warranty Breaches pursuant to 11.02(a)(i), (A) Buyer Indemnifying Party shall not be liable for
any individual Warranty Breach or series of related Warranty Breaches unless the amount of Damages with respect to such Warranty
Breaches exceeds the De Minimis Amount, and if such Damages do not exceed the De Minimis Amount, such Damages shall not be applied
to or considered for purposes of calculating the Basket Amount, (B) Buyer Indemnifying Party shall not be liable unless the aggregate
amount of Damages with respect to all Warranty Breaches exceeds the Basket Amount and then only to the extent such aggregate amount
exceeds the Basket Amount and (C) Buyer Indemnifying Party’s maximum liability for all such Warranty Breaches shall not exceed
the Cap; provided further that the calculation of the Basket Amount in (B) above shall include the full amount of such Damages
with respect to all Warranty Breaches and series of related Warranty Breaches to the extent such Damages for each such Warranty
Breach or series of related Warranty Breaches exceed the De Minimis Amount. Notwithstanding the foregoing, none of the De Minimis
Amount, Basket Amount or Cap shall apply to a Warranty Breach under a Fundamental Representation of Buyer or in respect of Damages
arising from fraud on the part of Buyer.


 


(c)          Notwithstanding
any other provision of this Agreement to the contrary, in no event shall the aggregate amount of a party’s liability for
Damages under this Agreement for any breaches of representations, warranties, covenants or agreements (including, for the avoidance
of doubt, any Warranty Breaches under Fundamental Representations) exceed the aggregate Purchase Price; provided that Seller’s
liability to Buyer for the Retained Employment Liabilities and Buyer’s liability to Seller for the Assumed Employment Liabilities
shall not be considered for the purposes of this Section 11.02(c).


 


Section
11.03         Third Party Claim Procedures. (a) The party seeking indemnification
under Section 11.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against
whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement
of any Action by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such
Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into
account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve
the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying
Party. The Indemnified Party shall provide the Indemnifying Party with such additional information with respect to such Third
Party Claim as the Indemnifying Party may reasonably request.


 


 



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(b)          The
Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set
forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense.


 


(c)          If
the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this
Section 11.03, (i) the Indemnifying Party may enter into any settlement of such Third Party Claim, if (A) the settlement releases
the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim, (B) the settlement
does not involve any relief other than money damages which will be paid by the Indemnifying Party, and (C) the Indemnifying Party
pays in full any amounts required to be paid in connection with such settlement, and (ii) the Indemnified Party shall be entitled
to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose; provided
that the fees and expenses of such separate counsel shall be paid by the Indemnified Party. Except as set forth in the prior
sentence, the Indemnifying Party may not settle any Third Party Claim without the prior written consent of the Indemnified Party
(which consent shall not be unreasonably withheld, delayed or conditioned). Whether or not the Indemnifying Party assumes the defense
of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge,
or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent
(which consent shall not be unreasonably withheld, delayed or conditioned).


 


(d)          Each
party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim
and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings,
hearings, trials or appeals, as may be reasonably requested in connection therewith.


 


Section
11.04         Direct Claim Procedures. In the event an Indemnified
Party has a claim for indemnity under Section 11.02 against an Indemnifying Party that does not involve a Third Party Claim, the
Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth
in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified
Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder,
except to the extent such failure shall have actually prejudiced the Indemnifying Party.


 


Section
11.05         Calculation of Damages. (a) The amount of any Damages
payable under Section 11.02 by the Indemnifying Party shall be net of any (i) amounts actually recovered by the Indemnified Party
under applicable insurance policies or from any other Person alleged to be responsible therefor (net of the costs of recovery)
and (ii) calculated on an After-Tax Basis. If the Indemnified Party receives any amounts under applicable insurance policies,
or from any other Person alleged to be responsible for any Damages, subsequent to an indemnification payment by the Indemnifying
Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by
such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified
Party, net of any expenses incurred by such Indemnified Party in collecting such amount.


 


 



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(b)          The
Indemnifying Party shall not be liable under Section 11.02 for any punitive, incidental, consequential, special or indirect Damages,
other than any such Damages that are asserted or claimed by a third party.


 


(c)          Each
Indemnified Party shall use commercially reasonable efforts to mitigate in accordance with Applicable Law any loss for which such
Indemnified Party seeks indemnification under this Agreement, including, to the extent reasonable at the time, taking into account
all relevant factors including the relationship between such Indemnified Party and any such third party, using commercially reasonable
efforts to seek recovery under indemnity provisions of contracts between such Indemnified Party and such third party covering such
Damages. In the event an Indemnified Party fails to use commercially reasonable efforts to mitigate in accordance with the immediately
preceding sentence, then notwithstanding anything else to the contrary contained herein the Indemnifying Party shall not be liable
under Section 11.02 for Damages that would have been avoided if the Indemnified Part had used such efforts.


 


(d)          Each
Indemnified Party shall use commercially reasonable efforts to seek recovery under all insurance policies covering any Damages
to the same extent as if such Damages were not subject to indemnification hereunder.


 


Section
11.06         Environmental Matters. (a) With respect to indemnification
by Seller for Unknown Pre-Closing Environmental Liabilities pursuant to any provision of Section 11.02(a), Seller’s liability
for Damages arising out of any claim for indemnification for such Unknown Pre-Closing Environmental Liabilities shall be limited
as follows:


 


(i)          with
respect to any such claim that is received by Seller on or prior to the first anniversary of the Closing Date, 100% of any indemnified
Damages arising out of such Unknown Pre-Closing Environmental Liability;


 


(ii)         with
respect to any such claim that is received by Seller after the first anniversary of the Closing Date but on or prior to the second
anniversary of the Closing Date, 90% of any indemnified Damages arising out of such Unknown Pre-Closing Environmental Liability;


 


(iii)        with
respect to any such claim that is received by Seller after the second anniversary of the Closing Date but on or prior to the third
anniversary of the Closing Date, 80% of any indemnified Damages arising out of such Unknown Pre-Closing Environmental Liability;


 


(iv)        with
respect to any such claim that is received by Seller after the third anniversary of the Closing Date but on or prior to the fourth
anniversary of the Closing Date, 60% of any indemnified Damages arising out of such Unknown Pre-Closing Environmental Liability;


 






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(v)         with
respect to any such claim that is received by Seller after the fourth anniversary of the Closing Date but on or prior to the fifth
anniversary of the Closing Date, 40% of any indemnified Damages arising out of such Unknown Pre-Closing Environmental Liability;


 


(vi)        with
respect to any such claim that is received by Seller after the fifth anniversary of the Closing Date but on or prior to the sixth
anniversary of the Closing Date, 20% of any indemnified Damages arising out of such Unknown Pre-Closing Environmental Liability;


 


(vii)       with
respect to any such claim that is received by Seller at any time after the sixth anniversary of the Closing Date, 0% of any indemnified
Damages arising out of such Unknown Pre-Closing Environmental Liability.


 


(b)          Notwithstanding
anything to the contrary in this Article 11, with respect to any claim for indemnification hereunder for any Environmental Liability,
Unknown Pre-Closing Environmental Liability, Retained Environmental Liability or Warranty Breach of Section 3.24 (Environmental
Compliance) or any other claim for indemnification hereunder relating in any way to any Environmental Law or any spill, release,
emission, discharge, disposal or recycling of, or exposure to, any Hazardous Material (collectively, “Environmental Matters”),
Buyer and Seller agree as follows:


 


(i)          The
costs of any Remedial Action, which costs are otherwise subject to indemnification hereunder, shall be indemnified only to the
extent such costs are incurred to meet, in a reasonably cost-effective manner, the minimum requirements of any applicable Environmental
Law or the legally enforceable demands of any applicable Governmental Authority, using, where permissible, risk based standards,
engineering or institutional controls or deed or other restrictions so long as such standards, controls or restrictions do not
materially limit those industrial activities being performed on the applicable property as of Closing.


 


(ii)         Further
to the limitations set forth in Section 11.06(b)(i), the Indemnifying Party shall have no liability under this Agreement for any
Damages to the extent arising out of any sampling or investigation of the soil, soil gas, surface water or groundwater to the extent
performed by or on behalf of the Indemnified Party or any of its Affiliates, or by any Governmental Authority or third-party at
the request or encouragement of the Indemnified Party or any of its Affiliates, other than to the extent any such sampling or investigation
(A) is required under Applicable Law or by any applicable Governmental Authority; (B) is reasonably determined in good faith to
be necessary in connection with any construction, renovation, modification, expansion or reconstruction of any facility on or after
Closing where such construction, renovation, modification, expansion or reconstruction requires access to, or disturbance of, soil,
soil gas, surface water or groundwater; (C) subject to Section 11.06(a)(vi) below, is reasonably determined in good faith to be
necessary in connection with the shutdown or closure of any asset, facility or real property at or after Closing; or (D) would
be considered necessary by a reasonably prudent Person without regard to any indemnification provisions set forth in this Agreement
and is approved in advance by Seller in writing (such approval not to be unreasonably withheld, conditioned, delayed or denied).


 






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(iii)        As
between Buyer and Seller, Buyer shall have the obligation to control such Environmental Matter, including the disclosure, investigation,
negotiation, performance, remediation, monitoring, settlement and resolution of such matter; provided that with respect
to any Retained Environmental Liability that does not require access to the Acquired Facilities or Real Property to address, Seller
shall have such obligation to control. With respect to any Environmental Matter, Buyer shall, and shall cause its Affiliates to,
(A) keep Seller reasonably informed; and (B) provide Seller with reasonable access to properties and facilities and reasonably
promptly provide Seller with copies of all communications relating to such matter received from or delivered to any Person.


 


(iv)        No
Indemnifying Party shall have liability under this Agreement for any Damages to the extent such Damages are the result of or caused
by acts of or on behalf of the Indemnified Party or its Affiliates or any of its or their respective agents, contractors, subcontractors,
representatives or employees.


 


(v)         Notwithstanding
anything else herein to the contrary and other than with respect to the Retained Environmental Liabilities, Seller shall have no
liability under this Agreement for any Damages relating to any Environmental Matters to the extent arising from or relating to
the coming into force of, or the change in, any requirement or obligation set forth in any Environmental Law or permit required
by Environmental Law, including any new or modified standard or requirement for Remedial Action, on or after Closing.


 


(vi)        Seller
shall have no liability under this Agreement for any Damages to the extent such Damages arise in connection with any shutdown or
closure of any asset, facility or real property on or after Closing.


 


(c)          Except
as specifically set forth in this Agreement, Buyer (on behalf of itself and its Affiliates) waives any rights and claims, whether
in law or in equity, for contribution or other rights of recovery pursuant to Environmental Law (whether now or hereinafter in
effect) that Buyer or its Affiliates may have against Seller and any of its Affiliates and relate to the Business, the JVs, the
Purchased Assets or the transactions contemplated hereby.


 


(d)          With
respect to the GE Environmental Indemnity, from and after the Closing Buyer and Seller agree as follows:


 


(i)          Upon
written notice from Buyer identifying a claim to enforce GE’s remediation obligations under Section 5B of the GE Agreement
or that is reasonably expected to result in monetary damages that are subject to indemnification under the GE Environmental Indemnity,
in either case in excess of $50,000 (“GE Claim”), Seller shall use reasonable best efforts to enforce its rights
under the GE Environmental Indemnity to pursue such GE Claim, in accordance with the terms thereof; provided, that Buyer shall
(A) reimburse Seller for all of Seller’s reasonable out-of-pocket third-party costs and expenses (including reasonable attorney
and consultant fees and expenses) incurred by Seller in enforcing its rights, at Buyer’s direction, under the GE Environmental
Indemnity for such GE Claim; (B) comply with, or cause to be complied with, in all material respects the covenants and obligations
of Chemtura Corporation set forth in the GE Agreement; and (C) promptly provide Seller with written notice of any condition or
matter that may give rise to a claim by Seller pursuant to the GE Environmental Indemnity. Seller shall promptly provide Buyer
with any and all Damages collected pursuant to this Section 11.06(d)(i) by Seller from GE under the GE Environmental Indemnity.


 






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(ii)         Except
as set forth in Section 11.06(d)(i), Seller’s obligations to Buyer with respect to the GE Environmental Indemnity pursuant
to this Article 11 shall be limited to the payment of monetary damages (including costs and expenses) collected by Seller from
GE pursuant to the GE Environmental Indemnity.


 


(iii)        Seller’s
obligations pursuant to Section 11.06(d)(i) shall survive unless and until GE’s obligations pursuant to the GE Environmental
Indemnity terminate or expire under the GE Agreement; provided that if Seller obtains GE’s written consent to assign the
GE Environmental Indemnity to Buyer and thereafter assigns the GE Environmental Indemnity to Buyer (the scope and terms of such
assignment subject to the reasonable consent of Buyer), Seller shall have no further obligations to any Buyer Indemnified Party
in respect of the GE Environmental Indemnity and Buyer’s sole recourse shall be against GE with respect to Damages covered
by the GE Environmental Indemnity. Seller shall use commercially reasonable efforts to obtain the written consent of GE described
in the immediately preceding sentence; provided that (i) such consent shall be on terms mutually acceptable to Seller and
Buyer; and (ii) nothing herein shall impose upon Seller any obligation to incur out-of-pocket expenses in connection with obtaining
such consent unless Buyer agrees to advance such expenses to Seller.


 


Section
11.07         Exclusivity. Anything to the contrary in this Agreement
notwithstanding, except as specified in Section 9.13, Seller and Buyer hereby agree that, subject to Section 13.13, following
the Closing, excluding any claims for fraud or claims for reimbursement pursuant to Section 9.02, the sole and exclusive remedy
of a party (including any Indemnified Party) for any Damages (including for any breach or inaccuracy of any representation, warranty,
covenant or agreement contained in this Agreement (other than the matters covered by Section 2.11)) that each party may suffer
as a result of or in connection with the transactions contemplated by this Agreement shall be the indemnification rights set forth
in this Article 11; provided that the foregoing shall not limit any rights or remedies pursuant to any other Transaction
Document. Notwithstanding the foregoing, after the Closing any party may seek specific performance of covenants that by their
terms are to be performed after Closing.


 


 



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Section
11.08         Tax Treatment of Indemnification Payments. Any indemnification
payments made pursuant to this Agreement shall be treated for all Tax purposes as an adjustment to the Purchase Price to the extent
permitted under Applicable Law.


 


Section
11.09         No Setoff. There shall be no right of setoff or counterclaim
with respect to any claim, debt or obligation (including, for the avoidance of doubt, the Notes) against payments to either Buyer
or Seller or their respective Affiliates under this Agreement or the other Transaction Documents.


 


ARTICLE
12

Termination


 


Section
12.01         Grounds for Termination. This Agreement may be terminated:


 


(a)          at
any time prior to the Closing by mutual written agreement of Seller and Buyer;


 


(b)          by
either Seller or Buyer if the Closing shall not have been consummated on or before the six-month anniversary of the date hereof
(the “End Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b)
shall not be available to any party whose breach of any provision of this Agreement results in the failure of the Closing to be
consummated by such time;


 


(c)          by
either Seller or Buyer any time prior to the Closing if consummation of the transactions contemplated hereby would violate any
nonappealable final order, decree or judgment of any Governmental Authority having competent jurisdiction;


 


(d)          by
Seller any time prior to the Closing if Buyer or Addivant Holdings shall have materially breached or materially failed to perform
any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform
is incapable of being cured or has not been cured by the earlier of (x) the End Date and (y) the 30th day following notice
thereof from Seller; provided that Seller shall not be permitted to terminate this Agreement pursuant to this Section 12.01(d),
if, at the time of such termination, Buyer would have the right to terminate this Agreement pursuant to Section 12.01(e) but for
the proviso thereof;


 


(e)          by
Buyer any time prior to the Closing if Seller shall have materially breached or materially failed to perform any of its representations,
warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform is incapable of being cured
or has not been cured by the earlier of (x) the End Date and (y) the 30th day following notice thereof from the Buyer; provided
that Buyer shall not be permitted to terminate this Agreement pursuant to this Section 12.01(e), if, at the time of such termination,
Seller would have the right to terminate this Agreement pursuant to Section 12.01(d) but for the proviso thereof;


 






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(f)          by
Seller any time prior to the Closing if (i) Buyer or Addivant Holdings shall have failed to consummate the Closing on the date
on which the Closing is to occur pursuant to Section 2.08(a), (ii) all conditions set forth in Article 10 have been satisfied or
waived (other than those conditions that, by their nature, cannot be satisfied until the Closing, but which conditions would be
satisfied if the Closing were the date of such termination) on or prior to the date of such termination, (iii) Seller has provided
written notice to Buyer that it is ready, willing and able to consummate the Closing and (iv) Buyer or Addivant Holdings fails
to consummate the Closing within three Business Days after the later of the date the Closing was to take place pursuant to Section
2.08(a) and the date of delivery of written notice of such failure to Buyer; or


 


The party desiring to terminate this Agreement
pursuant to Section 12.01(b) through (f) shall give notice of such termination to the other party.


 


Section
12.02         Effect of Termination. If this Agreement is terminated
as permitted by Section 12.01, this Agreement shall terminate and become void and have no further effect and there shall be no
liability of any party to this Agreement except as set forth in Section 13.03(b); provided, that if such termination shall
result from the willful (i) failure of Seller to fulfill a condition to the performance of the obligations of Buyer or (ii) breach
by Seller of any of its representations, warranties, covenants or agreements contained herein, Seller shall be fully liable for
any and all Damages incurred or suffered by Buyer as a result of such failure or breach. Notwithstanding the foregoing, the provisions
of Sections 7.01, 13.01, 13.03, 13.05, 13.06 and 13.07 shall survive any termination hereof pursuant to Section 12.01.


 


ARTICLE
13

Miscellaneous


 


Section
13.01         Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including facsimile transmission) and shall be given,


 


if to Buyer or Addivant Holdings, to:


 


SK Blue Holdings, Ltd.

c/o SK Capital Partners III, L.P.

400 Park Avenue

New York, NY 10022

Attention: Barry Siadat; Jack Norris

Facsimile No.: (212) 867-4525


 


with a copy to:


 


Latham & Watkins LLP

Attn: Nicholas P. Luongo

555 11th Street, NW

Washington, DC 20007

Facsimile No.: 202.637.2201


 


 



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if to Seller, to:


 


Chemtura Corporation

199 Benson Road

Middlebury, CT 06762

Attention: General Counsel

Facsimile No.: (203) 573-3118


 


with a copy to:


 


Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention: William H. Aaronson

Facsimile No.: (212) 701-5800


 


or such other address or facsimile number as such party may
hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall
be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such
day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have
been received until the next succeeding Business Day in the place of receipt.


 


Section
13.02         Amendments and Waivers. . (a) Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by
each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective. The obligations
of the Buyer and Seller under Section 7.13 (Financing), the second sentence of Section 13.02 (Amendments and Waivers), Section
13.03 (Expenses), Section 13.05 (Governing Law), Section 13.06 (Jurisdiction), Section 13.07 (WAIVER OF JURY TRIAL) and Section
13.14 (Non-Recourse) shall not be terminated or modified in such a manner as to adversely affect the rights of any Financing Sources
providing the Debt Financing unless (x) such termination or modification is required by Applicable Law or (y) the affected Financing
Sources providing the Debt Financing shall have consented in writing to such termination or modification.


 


(b)          No
failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power
or privilege. Except as set forth in Section 11.07, the rights and remedies herein provided shall be cumulative and not exclusive
of any rights or remedies provided by law.


 


Section
13.03         Expenses. (a) Except as otherwise provided herein, all
costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.


 


 



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(b)          If
this Agreement is terminated by Seller pursuant to (i) Section 12.01(d) as a result of willful breach of this Agreement by Buyer
or (ii) Section 12.01(f), then Buyer shall pay to Seller in immediately available funds $12 million (the “Reverse Termination
Fee”) within two Business Days after such termination (it being understood that in no event shall Buyer be required to
pay the Reverse Termination Fee more than once). Notwithstanding anything to the contrary in this Agreement, but subject to Section
13.03(c), Seller’s receipt of the Reverse Termination Fee from Buyer pursuant to this Section 13.03(b) and the right to specific
performance of this Agreement provided for, and subject to the limitations set forth in, Section 13.13 shall be the exclusive remedies
of Seller against Buyer and any of its former, current or future stockholders, managers, members, directors, partners, officers,
Affiliates and agents or any Affiliates of any of the foregoing for any loss, cost, liability or expense relating to or arising
out of this Agreement or the transactions contemplated hereby, including any breach or default under this Agreement by Buyer or
any failure to consummate the transactions contemplated hereby, and upon termination of this Agreement and payment of such amount
following termination of this Agreement, none of Buyer, the Financing Sources or any of their respective former, current or future
stockholders, managers, members, directors, partners, officers, Affiliates and agents or any Affiliates of any of the foregoing
shall have any liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby. It
is understood and agreed that the Reverse Termination Fee is liquidated damages and not a penalty and payment of the Reverse Termination
Fee in the circumstances specified herein is supported by due and sufficient consideration.


 


(c)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and irrevocably agree (i) that any Action, whether in law or in
equity, whether in contract or in tort or otherwise, involving the Financing Sources arising out of, or relating to, the transactions
contemplated hereby, the Financing Commitments, the Financing or the performance of services thereunder shall be subject to the
exclusive jurisdiction of the United States District Court for the Southern District of New York or any New York State court sitting
in New York City, and any appellate court thereof and each party hereto submits for itself and its property with respect to any
such Action to the exclusive jurisdiction of such court, (ii) not to bring or permit any of their Affiliates to bring or support
anyone else in bringing any such Action in any other court, (iii) that service of process, summons, notice or document by registered
mail addressed to them at their respective addresses provided in Section 13.01 (or in the Debt Financing Commitment, as applicable)
shall be effective service of process against them for any such Action brought in any such court, (iv) to waive and hereby waive,
to the fullest extent permitted by law, any objection which any of them may now or hereafter have to the laying of venue of, and
the defense of an inconvenient forum to the maintenance of, any such Action in any such court, (v) to waive and hereby waive any
right to trial by jury in respect of any such Action, (vi) that a final judgment in any such Action shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law, (vii) that any claim,
controversy or dispute arising in connection with any Financing Commitment or any Financing or the performance of services thereunder
or related thereto shall be governed by, and construed in accordance with, the laws of the State of New York and (viii) that the
Financing Sources are express third party beneficiaries of, and may enforce, any provisions in this Agreement reflecting the foregoing
agreements, including, without limitation, Section 13.14.


 






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(d)          The
parties acknowledges that the agreements contained in this Section 13.03 are an integral part of the transactions contemplated
by this Agreement and that, without these agreements, Seller would not enter into this Agreement. Accordingly, if Buyer fails to
promptly pay any amount due pursuant to this Section 13.03, it shall also pay any costs and expenses incurred by Seller in connection
with a legal action to enforce this Agreement that results in a judgment against such party for such amount, together with interest
on the amount of any unpaid fee, cost or expense from and including the date such fee, cost or expense was required to be paid
to but excluding the date of payment at a rate per annum equal to the Prime rate as published in the Wall Street Journal,
Eastern Edition in effect from time to time during such period. Such interest shall be payable at the same time as the payment
to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed.


 


(e)          Notwithstanding
anything to the contrary in this Agreement, Seller agrees that, upon any termination of this Agreement under circumstances where
the Reverse Termination Fee is payable by Buyer pursuant to this Section and such Reverse Termination Fee is paid in full,
Seller shall be precluded from any other remedy against Buyer or the Financing Sources, at law or in equity or otherwise, and Seller
shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect or punitive damages,
against Buyer or any of Buyer’s Affiliates or any of their respective directors, officers, employees, partners, managers,
members, shareholders or Affiliates or their respective Representatives or the Financing Sources in connection with this Agreement
or the transactions contemplated hereby.


 


Section
13.04         Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided
that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the
consent of each other party hereto, except that (i) prior to the Closing, Buyer may assign its rights under this Agreement to
one or more Affiliates or designees of Buyer, and (ii) Buyer may grant a security interest under UCC Article 9 in or otherwise
assign its rights to this Agreement to any Financing Source providing Debt Financing or any other party providing debt financing
to Buyer or its Subsidiaries. For the avoidance of doubt, the provisions of this Agreement applicable to the Buyer Indemnifying
Party shall survive any sale, merger, divestiture or other disposition of the Business or a JV by the Buyer.


 


Section
13.05         Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of New York, without regard to the conflicts of law rules of such state.


 


Section
13.06         Jurisdiction. The parties hereto agree that any Action
seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions
contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York
State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such Action, and
that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State
of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate
courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by law, any objection that it may
now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such
court has been brought in an inconvenient forum. Process in any such Action may be served on any party anywhere in the world,
whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of
process on such party as provided in Section 13.01 shall be deemed effective service of process on such party.


 


 



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Each of the parties hereto agrees that it
will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether
in Law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement
or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt
Financing Commitment or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of
New York, or, if under applicable Law exclusive jurisdiction is vested in the Federal courts, the United States District Court
for the Southern District of New York (and appellate courts thereof).


 


Section
13.07         WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING THE FINANCING COMMITMENTS).


 


Section
13.08         Counterparts; Effectiveness; Third Party Beneficiaries.
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall
have received a counterpart hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof
signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder
(whether by virtue of any other oral or written agreement or other communication). Except as provided in Section 13.03(c), no
provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any
Person other than the parties hereto and their respective successors and assigns and except that (i) the Financing Sources providing
Debt Financing and their Affiliates and Representatives are beneficiaries of the provisions of Section 7.13 (Financing), the second
sentence of Section 13.02 (Amendments and Waivers), Section 13.03 (Expenses), Section 13.05 (Governing Law), Section 13.06 (Jurisdiction)
and Section 13.07 (WAIVER OF JURY TRIAL), (ii) the persons identified in Section 13.14 are beneficiaries of Section 13.14 (Non-Recourse),
and (iii) the Seller Indemnified Parties and Buyer Indemnified Parties are beneficiaries of Article 11.


 


 



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Section
13.09         Entire Agreement. This Agreement, the Confidentiality
Agreement and the French Offer Letter constitute the entire agreement between the parties with respect to the subject matter of
this Agreement and supersede all prior agreements and understandings, both oral and written, between the parties with respect
to the subject matter of this Agreement.


 


Section
13.10         Bulk Sales Laws. Buyer and Seller each hereby waive compliance
by Seller with the provisions of the “bulk sales,” “bulk transfer” or similar laws of any state.


 


Section
13.11         Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.


 


Section
13.12         Disclosure Schedules. Seller has set forth information
on the Disclosure Schedules in a section thereof that corresponds to the section of this Agreement to which it relates. A matter
set forth in one section of a Schedule need not be set forth in any other section so long as its relevance to such other section
of the Schedule or section of the Agreement is reasonably apparent on the face of the information disclosed therein to the Person
to which such disclosure is being made. The parties acknowledge and agree that (i) the Schedules to this Agreement may include
certain items and information solely for informational purposes for the convenience of Buyer and (ii) the disclosure by Seller
of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgment by Seller that the matter is required
to be disclosed by the terms of this Agreement or that the matter is material; provided, however, that clauses (i) and
(ii) above do not apply to those sections of the Disclosure Schedules which specifically identify the Purchased Assets and the
Assumed Liabilities.


 


Section
13.13         Specific Performance. The parties hereto agree that irreparable
damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that, subject
to the limitations set forth in this Section 13.13, the parties shall be entitled to an injunction or injunctions to prevent breaches
of this Agreement or to enforce specifically the performance of the terms and provisions hereof in the United States District
Court for the Southern District of New York or any New York State court sitting in New York City, in addition to any other remedy
to which they are entitled at law or in equity. Notwithstanding any provision hereof to the contrary, it is explicitly agreed
that Seller shall not be entitled to seek or obtain any injunction, specific performance or other equitable relief requiring Buyer
to fund the Purchase Price or to consummate the Closing under this Agreement or cause the Equity Financing to be funded, except
that Buyer and Seller may seek specific performance of Buyer’s obligation to cause the Equity Financing to be funded to
fund the Purchase Price and of Buyer’s obligation to consummate the Closing if and only in the event that (i) all conditions
set forth in Section 10.01 and Section 10.02 have been satisfied in full (other than those conditions that by their nature are
to be satisfied or waived at the Closing) at the time when the Closing would have occurred but for the failure of the Equity Financing
to be funded, (ii) the Debt Financing (or, if the Financing Alternative is being used in accordance with Section 7.13(c), pursuant
to the commitments with respect thereto) has been funded or will be funded (or, if such Debt Financing has been funded into escrow,
such funds have been or will be released from escrow) at the Closing if the Equity Financing is funded at the Closing, and (iii)
Seller has irrevocably confirmed that if specific performance is granted and the Equity Financing and the Debt Financing are funded,
then the Closing pursuant to Article 2 will occur.


 


 



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Section
13.14         Non-Recourse. No former, current or future direct or
indirect equity holders, controlling Persons, stockholders, directors, officers, employees, agents, Affiliates, members, managers,
general or limited partners, assignees or Financing Sources of Buyer or Seller or any of the Affiliates of any of the foregoing
shall have any liability or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities
of Buyer or Seller under this Agreement.


 


Section
13.15         Priority. In the event of any inconsistency between
the provisions of this Agreement and any other Transaction Document, the provisions of this Agreement shall control.


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the day and year first above written.


 


	 	CHEMTURA CORPORATION
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	SK BLUE HOLDINGS, LTD.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	ADDIVANT USA HOLDINGS CORP.
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 



    	 



    

 


EXHIBIT A


 


 


ASSIGNMENT AND ASSUMPTION
AGREEMENT1


 


ASSIGNMENT AND ASSUMPTION AGREEMENT, dated
as of ________ __, 20__, between Chemtura Corporation, a Delaware Corporation (“Seller”), and SK Blue Holdings,
Ltd., a Cayman Limited Company (“Buyer”).


 


WITNESSETH:


 


WHEREAS, Buyer and Seller have concurrently
herewith consummated the purchase by Buyer of the Purchased Assets pursuant to the terms and conditions of the Amended and Restated
Asset Purchase Agreement dated January 25, 2013 between Buyer and Seller (the “Asset Purchase Agreement”; terms
defined in the Asset Purchase Agreement and not otherwise defined herein being used herein as therein defined);


 


WHEREAS, pursuant to the Asset Purchase
Agreement, Buyer has agreed to assume certain liabilities and obligations of Seller with respect to the Purchased Assets and the
Business;


 


NOW, THEREFORE, in consideration of the
sale of the Purchased Assets and in accordance with the terms of the Asset Purchase Agreement, Buyer and Seller agree as follows:


 


1.            (a)
Seller does hereby sell, transfer, assign and deliver to Buyer all of the right, title and interest of Seller in, to and under
the Purchased Assets; provided that no sale, transfer, assignment or delivery shall be made of any or any material portion
of any Purchased Asset if an attempted sale, assignment, transfer or delivery, without the consent of a third party, would constitute
a breach or other contravention thereof or in any way adversely affect the rights of Buyer or Seller thereunder.


 


(b)          Buyer
does hereby accept all the right, title and interest of Seller in, to and under all of the Purchased Assets (except as aforesaid)
and Buyer assumes and agrees to pay, perform and discharge promptly and fully when due all of the Assumed Liabilities except to
the extent liabilities thereunder constitute Excluded Liabilities.


 


2.          This
Agreement shall be governed by and construed in accordance with the law of the State of New York, without regard to the conflicts
of law rules of such state.


 


3.          This
Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.


 





 



1 This form to be
used for each jurisdiction in which assets are to be transferred with variations as customary in each such jurisdiction.


 






    	A-1



    	 



    
 


 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the day and year first above written.


 


	 	CHEMTURA CORPORATION
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	SK BLUE HOLDINGS, LTD.
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	A-2