EX-10.3






Suzhou Equity Transfer Agreement




This Suzhou Equity Transfer Agreement (this “Transfer Agreement”) is dated as of
October 31, 2008, and is by and between:




Novolyte Technologies Limited (“Novolyte HK”), a limited company incorporated
under the laws of the Special Administrative Region of Hong Kong, P.R.C. (“Hong Kong”),




Novolyte Technologies LP, a Delaware limited partnership (“Parent” and
together with Novolyte HK, the “Buyer Parties”),



- and -





Ferro Corporation (“Ferro”), an Ohio corporation.



Recitals





	A.	 	Ferro owns 100% of the equity interests (the “Suzhou Equity Interest”) of Ferro (Suzhou)
Energy Storage Materials Co. Ltd. (“Ferro Suzhou”), a wholly-foreign owned enterprise
established under the applicable laws and regulations of the People’s Republic of China (the
“P.R.C.”), having its legal address at No. 15 Suhong East Road, Suzhou Industrial Park, Suzhou
City, Jiangsu Province, P.R.C.






	B.	 	Novolyte HK is a wholly-owned limited company of Parent.





	 	 	 
	C.

D.

	 	Ferro Suzhou is engaged in the business of making electrolytes and

related products and providing services related to such products as

specified in Ferro Suzhou’s business license (the “Fine Chemicals

Business”).

Novolyte HK desires to purchase from Ferro, and Ferro desires to sell to

Novolyte HK, the Suzhou Equity Interest pursuant to the terms and

conditions of this Transfer Agreement.






Agreement




In consideration of the premises and the mutual covenants and agreements contained in this
Transfer Agreement, Ferro and Novolyte HK agree as follows:



Article I




Defined Terms; The Equity Transfer





	1.1.	 	Certain Defined Terms. Appendix A sets forth the definitions of certain terms used in this
Transfer Agreement. Those terms shall have the meanings set forth on Appendix A where used in
this Transfer Agreement and identified with initial capital letters.





1.2.




	 	 	Transaction. On and subject to the terms and conditions of this Transfer Agreement, at the Suzhou
Equity Closing, Ferro shall sell, transfer, assign and deliver to Novolyte HK, and Novolyte HK
shall purchase, acquire and accept from Ferro, all of Ferro’s right, title and interest in the
Suzhou Equity Interest, free from all Encumbrances (the “Suzhou Equity Transfer”).





Article II




Purchase Price





	2.1.	 	Purchase Price. The aggregate purchase price for the Suzhou Equity Interest (the “Purchase
Price”) is Eight Million United States Dollars ($8,000,000) (US) (the “Cash Amount”). The
parties acknowledge and agree that simultaneous with the execution of this Transfer Agreement,
the Cash Amount has been transferred by either of the Buyer Parties to U.S. Bank, National
Association (the “Escrow Agent”) to be held by the Escrow Agent until the disbursement thereof
pursuant to the terms of an escrow agreement entered into by and among Parent, the Escrow
Agent and Ferro of even date herewith (the “Escrow Agreement”).






	2.2.	 	Estimated Taxes. At the Suzhou Equity Closing, Ferro or its designee shall pay an amount
equivalent to any tax, registration fees, stamp duties, or other transfer fees, taxes or
imports applicable to the Suzhou Equity Transfer pursuant to applicable P.R.C. laws and
regulations (before final determination, the “Estimated Taxes” and after confirmation by the
applicable Governmental Entity, the “Actual Taxes”) determined by Ferro and Parent to be
payable as a result of the Suzhou Equity Transfer, including any taxes due pursuant to Article
3 of the P.R.C. Enterprise Income Tax Law (effective as of January 1, 2008) and Article 6 of
the Detailed Implementation Rules thereunder (the “Estimated EI Tax”). Ferro shall make such
payment(s), including the Estimated EI Tax, to the relevant Governmental Entities and shall
provide Parent with a tax completion certificate and any other relevant documentation, such as
original receipts, within thirty (30) days after the date of such payment(s). If any relevant
Governmental Entity determines that the Estimated Taxes are greater than the Actual Taxes,
Ferro shall be entitled to a refund of the same. If any relevant Governmental Entity
determines that the Estimated Taxes are less than the Actual Taxes, Ferro shall promptly cause
the difference, together with any applicable interest and penalties, to be paid to the
relevant Governmental Entity.






	2.3.	 	Payments at Suzhou Equity Closing. At the Suzhou Equity Closing, the Escrow Agent shall be
authorized the Buyer Parties to pay Ferro the Cash Amount in immediately available funds
pursuant to the written instructions of Ferro provided to the Escrow Agent at least five (5)
days before the Suzhou Equity Closing.





Article III




Signing Deliveries





	3.1.	 	Generally. Simultaneously with the execution and delivery of this Transfer Agreement, the
parties shall make the deliveries described in this Article III. Any agreement or document to
be delivered pursuant to this Transfer Agreement which is not attached to this Transfer
Agreement, must be in form and substance reasonably satisfactory to the party to which it is
being delivered, it being agreed that all documents, certificates, licenses, permits, and
approvals related to the Split-Off Transaction, incorporation and establishment of Ferro
Suzhou that have been filed or registered with or issued by the Approval Authority and the
Registration Authority and been made available by Ferro to Novolyte HK are satisfactory to
Novolyte HK and Parent.






	3.2.	 	Ferro’s Deliveries. Ferro hereby delivers to Novolyte HK:






	 	(A)	 	A certified copy of the resolutions of Ferro Suzhou’s Board of Directors and
Ferro’s Board of Directors approving, Ferro’s execution, delivery and performance of
this Transfer Agreement and the other documentation referenced herein, the terms of
which Ferro Suzhou’s board resolutions shall be substantially in the form of Schedule 1
attached hereto






	 	(B)	 	The application letter (the “Application Letter”) to be submitted to the
Approval Authority, completed and duly signed by an authorized representative of Ferro
Suzhou and/or an authorized representative of Novolyte HK, as required by the Approval
Authority, the terms of which shall be substantially in the form of Schedule 2 attached
hereto;






	 	(C)	 	A copy of the Articles of Association of Ferro Suzhou, which is attached hereto
as Schedule 3;






	 	(D)	 	A copy of the current Certificate of Approval and the current Business License
of Ferro Suzhou, which is attached hereto as Schedule 4;






	 	(E)	 	A copy of the current standard employment contract of the employees of Ferro
Suzhou (together with a form addendum thereto), which is attached hereto as Schedule 5;
and






	 	(F)	 	A notification letter of the removal, effective as of the Suzhou Equity Closing
Date, of the directors, supervisor and legal representative of Ferro Suzhou, the terms
of which shall be substantially in the form of Schedule 6 attached hereto.






	3.3.	 	Novolyte HK and Parent Deliveries. Novolyte HK and Parent hereby deliver to Ferro:






	 	(A)	 	A certified copy of the resolutions of Parent and Novolyte HK’s board of
managers or directors, as applicable, approving, without limitation, Novolyte HK’s and
Parent’s execution, delivery and performance of this Transfer Agreement and the other
documentation referenced herein, the terms of which shall be substantially in the form
of Schedule 7 attached hereto;






	 	(B)	 	An executed copy of the Amendment to the Articles of Association of Ferro
Suzhou, which among other things, shall change the name of Ferro Suzhou as well as the
legal representative thereof (the “Amended Articles”), which Amended Articles shall be
effective as of the Suzhou Equity Closing Date, the terms of which shall be
substantially in the form of Schedule 8 attached hereto;






	 	(C)	 	A letter of appointment of the new directors, supervisor and legal
representative of Ferro Suzhou, effective as of the Suzhou Equity Closing Date,
together with appropriate identification documents, photographs and resumes of the new
directors and legal representative of Ferro Suzhou;






	 	(D)	 	A certified and legalized copy of Novolyte HK’s Memorandum of Articles and
Articles of Association to show its good standing substantially in the form required by
the Approval Authority;






	 	(E)	 	A bank reference letter to show Novolyte HK as a new investor financial
standing substantially in the form required by the Approval Authority.






	 	(F)	 	A letter of authorization dated the date hereof issued by Novolyte HK to
authorize Ferro and Ferro Suzhou to date and submit any of the above documents and
other undated documents signed by Novolyte HK and Ferro Suzhou and take all related
actions on their behalf in connection with the Suzhou Equity Transfer and the
subsequent application for the New Business License; and






	 	(G)	 	All such other documentation required to be prepared or delivered by Novolyte
HK in connection with the approval of the Suzhou Equity Transfer and this Transfer
Agreement with the Approval Authority and the subsequent application for the New
Business License.





Article IV




Covenants





	4.1.	 	Filings and Consents. Each of Ferro and Novolyte HK shall use all commercially reasonable
efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all
things necessary, proper or advisable under applicable law or otherwise to consummate and make
effective the transactions contemplated by this Transfer Agreement as promptly as practicable.
Subject to the foregoing, as soon as practicable after Ferro Suzhou has received the
Ancillary Certificates from the relevant governmental authorities following the Split-Off
Transaction (the exact timing to be determined by Ferro Suzhou), Ferro shall submit the
Application Letter and this Transfer Agreement, together with all other applicable
documentation, including the Amended Articles and all other documents attached hereto, to the
Chinese approval authority that originally granted its approval for the establishment of Ferro
Suzhou (the “Approval Authority”) for its examination and approval of the Suzhou Equity
Transfer. Promptly after approval of the Suzhou Equity Transfer by the Approval Authority and
receiving a notice from Ferro, Novolyte HK shall cause Ferro Suzhou to apply to the
Registration Authority for a new business license for Ferro Suzhou, which new business license
shall have the same business scope as the current business license of Ferro Suzhou (the “New
Business License”), and hereby also authorizes Ferro to date and make such application and
take all related actions on its and Ferro Suzhou’s behalf in connection therewith.






	4.2.	 	Further Assurances. Each of Ferro and Novolyte HK agree that each will execute and deliver
any and all documents in addition to those expressly provided for herein and will take all
actions (and cause their affiliated entities, personnel and Ferro Suzhou to do the same) that
may be necessary or appropriate to effect the provisions of this Transfer Agreement and each
of the other agreements and instruments delivered by them in connection herewith and
therewith, including the Chinese version of this Transfer Agreement and any such other
agreements and instruments as may be required by the Approval Authority.





Article V




Closing of Equity Transfer





	5.1.	 	Closing. The closing of the transactions contemplated by this Transfer Agreement (the
“Suzhou Equity Closing”) shall be held after the conditions set forth in Sections 5.2, 5.3 and
5.4 are satisfied or waived by the appropriate party or such later date mutually agreed upon
in writing by the parties. The date on which the Suzhou Equity Closing takes place and the
Suzhou Equity Transfer is effective is referred to in this Transfer Agreement as the “Suzhou
Equity Closing Date.” The conditions and deliveries described in Sections 5.2, 5.3 and 5.4
hereof shall be mutually interdependent and shall be regarded as occurring simultaneously,
and, notwithstanding any other provisions of this Transfer Agreement, no such condition or
delivery shall become effective or shall be deemed to have occurred until all of the other
conditions and deliveries provided for in Section 5.2, Section 5.3 and Section 5.4 shall also
have occurred or have been waived by the appropriate party.






	5.2.	 	Mutual Conditions. The respective obligations of Novolyte HK and Parent on the one hand, and
Ferro on the other hand, to consummate the transactions contemplated by this Transfer
Agreement shall be subject to the fulfillment, at or before the Suzhou Equity Closing, of each
of the following conditions, any of which may, to the extent permitted by applicable law, be
waived in writing by either Novolyte HK or Parent on the one hand, or Ferro on the other hand,
in its sole discretion (provided that such waiver shall only be effective against such party):






	 	(A)	 	No Governmental Entity shall have enacted, issued, promulgated or enforced any
statute, rule, regulation, executive order, decree, judgment, preliminary or permanent
injunction or other order that is in effect and that prohibits, enjoins or otherwise
restrains the Suzhou Equity Transfer and no such action shall be threatened or pending.






	 	(B)	 	There shall not have been issued and in effect, or threatened or pending, any
injunction, action, suit or similar legal order or other proceeding seeking or
threatening to prohibiting or restraining or any action by any Governmental Entity
seeking to enjoin the consummation of any of the transactions contemplated in this
Transfer Agreement.






	 	(C)	 	The Approval Authority shall have approved the Suzhou Equity Transfer pursuant
to the terms of this Transfer Agreement and shall have issued to Ferro a certificate
evidencing approval of the Suzhou Equity Transfer.






	 	(D)	 	The New Business License shall have been issued to Ferro Suzhou.






	5.3.	 	Conditions to Ferro’s Obligations. The obligation of Ferro to consummate the transactions
contemplated by this Transfer Agreement shall be subject to the fulfillment, at or before the
Suzhou Equity Closing, of each of the following conditions, any of which may be waived in
writing by Ferro, in its sole discretion:






	 	(A)	 	All of the representations and warranties of Novolyte HK contained herein are
true, accurate, and complete in all material respects as of the date hereof and are
true, accurate, and complete in all material respects as of the Suzhou Equity Closing
(as if such representations and warranties had been made anew as of the Suzhou Equity
Closing except with respect to the effect of transactions contemplated or permitted
hereby).






	 	(B)	 	Ferro shall have received a certificate (dated the Suzhou Equity Closing Date)
from authorized directors and/or officers of Novolyte HK certifying that the condition
set forth in Section 5.3(A) has been satisfied as of the Closing Date.






	5.4.	 	Conditions to Novolyte HK’s and Parent’s Obligations. The obligation of Novolyte HK and
Parent to consummate the transactions contemplated by this Transfer Agreement shall be subject
to the fulfillment, at or before the Suzhou Equity Closing, of each of the following
conditions, any of which may be waived in writing by Novolyte HK and Parent, in their sole
discretion:






	 	(A)	 	Ferro Suzhou shall have obtained all other permits, licenses, approvals and
qualifications issued by any Governmental Entity necessary for Ferro Suzhou to operate
as a stand alone entity immediately following the Suzhou Equity Closing, except where
the failure to obtain any such permits, licenses, approvals and qualifications would
not reasonably be expected to have a material adverse affect on the business of Ferro
Suzhou, and expressly excluding from such determination, a safety production license,
tax and customs registrations required after the Suzhou Equity Closing and items
related thereto.






	 	(B)	 	Ferro shall have procured the resignation, effective as of the Suzhou Equity
Closing Date, of all of the directors, supervisor and the legal representative of Ferro
Suzhou appointed by Ferro, and shall have delivered to Novolyte HK and Parent original
copies of the same, together with a general release from liability of Ferro Suzhou by
such directors and the legal representative, a form of which is attached hereto as
Schedule 9






	 	(C)	 	Novolyte HK shall have received a certificate (dated the Suzhou Equity Closing
Date) from authorized directors and/or officers of Ferro certifying that the conditions
set forth in Sections 5.4(A) and (B) have been satisfied as of the Closing Date.





Article VI




Representations and Warranties




6.1 Ferro’s Representations and Warranties. Ferro represents and warrants to Novolyte HK and
Parent as follows:




	 	(A)	 	Organization and Existence. Ferro is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Ohio and Ferro Suzhou is
a wholly-owned foreign enterprise organized and existing under the laws of the P.R.C.






	 	(B)	 	Capitalization of Ferro Suzhou. Ferro Suzhou has a total investment of
$8,032,000 (U.S.) and registered capital of $4,016,000 (U.S.) (to be updated as may be
applicable at the Suzhou Equity Closing), all of which is owned by Ferro. The Suzhou
Equity Interest has been duly issued, fully paid, and is nonassessable. Neither Ferro
nor Ferro Suzhou has issued or granted to any person any option, warrant, conversion
right, or other right, interest or benefit of any kind to acquire any other equity
capital of Ferro Suzhou.






	 	(C)	 	Ownership of the Suzhou Equity Interest. Ferro owns all of the issued and
outstanding equity interests of Ferro Suzhou free of Encumbrances.






	 	(D)	 	Power and Authority. Ferro has full power and authority under its constitutive
documents and the laws of the State of Ohio to execute, deliver, and perform this
Transfer Agreement.






	 	(E)	 	Authorization. The execution, delivery, and performance of this Transfer
Agreement by Ferro has been duly authorized by all requisite corporate action on the
part of Ferro.






	 	(F)	 	Binding Effect. This Transfer Agreement is a valid, binding, and legal
obligation of Ferro.






	 	(G)	 	No Default. Neither the execution and delivery of this Transfer Agreement nor
Ferro’s full performance of its obligations under this Transfer Agreement will violate
or breach, or otherwise constitute or give rise to a Default under, the terms or
provisions of Ferro’s constitutive documents or of any material contract, commitment,
or other obligation to which Ferro is a party.






	 	(H)	 	Finders. With the sole exception of KeyBanc Capital Markets, Ferro has not
engaged and are not directly or indirectly obligated to any person acting as a broker,
finder, or similar capacity in connection with the transactions contemplated by this
Transfer Agreement.






	6.2.	 	Novolyte HK’s and Parent’s Representations and Warranties. Novolyte HK and Parent represent
and warrant to Ferro as follows:






	 	(A)	 	Organization and Existence. Novolyte HK is a limited company duly organized,
validly existing and in good standing under the laws of Hong Kong. Parent is a Delaware
limited partnership, duly organized, validly existing and in good standing under the
laws of the State of Delaware.






	 	(B)	 	Power and Authority. Each of Parent and Novolyte HK has full corporate and
company power and authority, as the case may be, under its respective constitutive
documents and under the laws of Delaware and Hong Kong, respectively, to execute,
deliver, and perform this Transfer Agreement






	 	(C)	 	Authorization. The execution, delivery, and performance of this Transfer
Agreement has been duly authorized by all requisite limited company and corporate
actions, as the case may be, on the part of Novolyte HK and Parent.






	 	(D)	 	Binding Effect. This Transfer Agreement is a valid, binding, and legal
obligation of each of Novolyte HK and Parent.






	 	(E)	 	No Default. Neither the execution and delivery of this Transfer Agreement nor
Novolyte HK’s and Parent’s full performance of its obligations under this Transfer
Agreement will violate or breach, or otherwise constitute or give rise to a Default
under, the terms or provisions of Novolyte HK’s or Parent’s constitutive documents or
of any material contract, commitment, or other obligation to which Novolyte HK or
Parent is a party.






	 	(F)	 	Finders. Neither Novolyte HK nor Parent has engaged and is not directly or
indirectly obligated to any person acting as a broker, finder, or similar capacity in
connection with the transactions contemplated by this Transfer Agreement.





Article VII




Termination





	7.1.	 	Termination. The parties may terminate this Transfer Agreement at any time before the Suzhou
Equity Closing, but only by written instrument signed by both parties. This Transfer
Agreement will terminate automatically, and without further action by either party (a) if the
Suzhou Equity Closing has not occurred by June 30, 2009 date, provided however, that if the
Approval Authority has already approved the transfer but Novolyte HK has not yet received the
New Business License, this Transfer Agreement may not be terminated notwithstanding that the
Suzhou Equity Closing has not occurred by such date, or (b) if either party has terminated the
Escrow Agreement dated of even date herewith between the parties pursuant to its terms.
Neither party shall have any liability to the other upon termination hereof or have any
continuing obligations to the other, except for any that are expressly stated to survive
termination.





Article VIII




Miscellaneous





	8.1.	 	Cooperation. Novolyte HK and Ferro will cooperate with each other, at the other party’s
request and expense, in furnishing information, testimony, and other assistance in connection
with any actions, proceedings, arrangements, and disputes with other persons or governmental
inquiries or investigations involving Ferro’s conduct of the Fine Chemicals Business or the
transactions contemplated by this Transfer Agreement.






	8.2.	 	Severability. If any provision of this Transfer Agreement shall finally be determined to be
unlawful, then such provision will be deemed to be severed from this Transfer Agreement and
replaced by a lawful provision which carries out, as closely as possible, the intention of the
parties and preserves the economic bargain contemplated by this Transfer Agreement and, in
such case, each and every other provision of this Transfer Agreement will remain in full force
and effect.






	8.3.	 	Costs and Expenses. The parties will be responsible for the following costs and expenses
arising out of the transactions contemplated by this Transfer Agreement as follows:






	 	(A)	 	Ferro will be solely responsible for the fees and expenses of KeyBanc Capital
Markets whether or not the transactions are consummated; and






	 	(B)	 	If the transactions are consummated, Ferro will be solely responsible for all
Actual Taxes as described in Article II hereof.






Otherwise, each party will bear its own expenses incurred in connection with this Transfer
Agreement and the transactions contemplated by this Transfer Agreement, whether or not the
transactions are consummated.




	8.4.	 	Notices. All notices, requests and other communications under this Transfer Agreement shall
be in writing and shall be deemed to have been duly given at the time of receipt if delivered
by hand or communicated by electronic transmission, or, if mailed, three days after mailing
with an international overnight courier:





	 	 	 	 	 
	If to Novolyte HK or Parent, to:
	 	 	 	 
	 
	 	Novolyte Technologies Limited/Novolyte Technologies LP
	c/o Arsenal Capital Management LP
320 Park Avenue, 30th Floor
New York, NY 10022

	 	USA
	Attention: John Televantos
Telefax:
	 	 	1.212.771.1718	 
	With a copy (which shall not constitute notice to Parent or Novolyte HK) to:

	 
	 	Proskauer Rose LLP
	1585 Broadway
New York, NY 10036

	 	USA
	Attention: Daniel J. Eisner
Telefax:
	 	 	1.212.969.2900	 
	If to Ferro, to:
	 	Ferro Corporation
	1000 Lakeside Avenue
Cleveland, Ohio 44114
USA
Attention:
	 	General Counsel
	Telefax:
	 	 	1.216.875.7275	 







Either party may change its notice address above to a different address by giving the other
party written notice of such change.




	8.5.	 	Assignment. This Transfer Agreement will be binding upon and inure to the benefit of the
successors of the parties, but will not be assignable by any party without the prior written
consent of the other parties. Novolyte HK will have the right, however, if it so elects, to
assign all or an identified portion of its rights and delegate all or an identified portion of
its duties under this Transfer Agreement to an Affiliate of Novolyte HK or of Parent, if, at
the time of such assignment and delegation, (i) Novolyte HK provides Ferro with an
unconditional guarantee mutually agreed upon by Novolyte HK and Ferro, and (ii) this Transfer
Agreement has not been submitted to the Approval Authority and such assignment will not affect
or require a change of any term or content or effect of the documents already signed or
delivered in connection with the completion of the Suzhou Equity Transfer or the issuance of
the New Business License. Ferro hereby agrees that Novolyte HK may unilaterally grant a
security interest in its rights and interests hereunder to its or its Affiliates’ lender(s),
and Ferro will sign a consent with respect thereto if so requested by Novolyte HK or its
Affiliates’ lender(s).






	8.6.	 	No Third Parties. Neither this Transfer Agreement nor any provisions set forth in this
Transfer Agreement is intended to, or shall, create any rights in or confer any benefits upon
any person other than the parties to this Transfer Agreement.






	8.7.	 	Incorporation by Reference. The Appendices and Schedules to this Transfer Agreement
constitute integral parts of this Transfer Agreement and are hereby incorporated into this
Transfer Agreement by this reference.






	8.8.	 	Governing Law. This Transfer Agreement will be governed by and construed in accordance with
the internal substantive laws of the P.R.C.






	8.9.	 	Language. This Transfer Agreement is written in both English and Chinese. The English and
Chinese versions of this Transfer Agreement shall have equal force and effect.






	8.10.	 	Counterparts. At least six counterparts of this Transfer Agreement shall be executed by the
parties hereto in both English and Chinese, and each fully executed counterpart shall be
deemed an original without production of the others. Each party shall hold one counterpart of
each language version, and Ferro Suzhou shall hold four counterparts for submission to the
Approval Authority for approval of the contemplated Suzhou Equity Transfer.






	8.11.	 	Dispute Resolution/Arbitration. If the parties ever have a dispute involving their
respective rights and obligations under this Transfer Agreement, then the parties will resolve
such dispute as follows:






	 	(A)	 	Dispute Notice. Either Novolyte HK or Ferro may at any time deliver to the
other a written dispute notice setting forth a brief description of the issues for
which such notice initiates the dispute resolution mechanism set forth in this Section
8.11. Such dispute notice shall also specify the provision or provisions of this
Transfer Agreement and the facts or circumstances that are the subject matter of the
dispute.






	 	(B)	 	Informal Negotiations. During the 30-day period following delivery of a
dispute notice described in Section 8.11, the parties will cause their representatives
to meet and seek to resolve the disputed items cordially through informal negotiations






	 	(C)	 	Dispute Resolution Proceedings. If representatives of the parties are unable
to resolve disputed items through the informal negotiations described in this Section
8.11, then within 15 days after the informal negotiation period the parties will refer
the disputed issues to a dispute resolution panel for final resolution as follows:






(1) Designation of Representatives. Within seven (7) days after such informal
negotiation period, Novolyte HK and Ferro will each designate one representative to
serve on the dispute resolution panel. (If either party fails or refuses to
designate a representative, then the other party will be entitled to have a
representative appointed for such party by the CPR Institute.)




(2) Selection of Neutral. Promptly after they have been designated, the
designated representatives will meet and select a neutral person (the “Neutral”) to
serve as the third member of the dispute resolution panel. If the designated
representatives of parties cannot agree on a Neutral, then either representative may
request the CPR Institute to select the Neutral.




(3) Procedures and Process. At the time the matter is referred to the dispute
resolution panel, Novolyte HK and Ferro will jointly establish the procedures to be
followed with respect to the presentation of the parties’ respective positions and
the process by which the dispute resolution panel will reach and render its decision
on the disputed issues. Such procedures and processes will, at a minimum, assure
that –




(a) Each party will have the right to submit evidence to the dispute
resolution panel;




(b) Each party will have the right to present a written statement
concerning that party’s position with respect to the disputed item;
and




(c) Before reaching a decision concerning the disputed item, the
dispute resolution panel will convene a hearing at which both parties
may be represented.




If Novolyte HK and Ferro cannot agree on such procedures and processes, then the
Neutral will establish such procedures and process which will, in all events, be
consistent with the foregoing.




(4) Decision. The dispute resolution panel will act by majority vote. The
dispute resolution panel will base its decision on applicable provisions of this
Transfer Agreement or, if the provisions of this Transfer Agreement do not resolve
the matter, on general principles of substantive P.R.C. law. (The dispute
resolution panel may, if it so desires, seek the opinion of an attorney licensed to
practice law in the P.R.C. on any matter of substantive P.R.C. law on which the
panel desires clarification.) If the dispute resolution panel concludes that one
party did not proceed in good faith in connection with the prosecution or defense of
a disputed claim, then the panel will have the power, if it so chooses, to award the
other party its costs and expenses in connection with the dispute resolution
proceedings; otherwise, each party will be solely responsible for its own costs and
one-half of the dispute resolution panel’s fees and costs in connection with such
proceedings.




	 	(D)	 	Equitable Relief. Notwithstanding any other provision of this Section 8.11,
either party may seek from a court of competent jurisdiction interim injunctive relief
in order to maintain the status quo or protect such party’s rights under this Transfer
Agreement pending resolution of a dispute pursuant to this Section 8.11.






	 	(E)	 	Binding Effect. The decisions of the dispute resolution panel under this
Section 8.11 will be binding on both Ferro and Novolyte HK and Parent and will be
neither appealable, contestable, or subject to collateral attack by Ferro or Novolyte
HK or Parent.




1









To evidence their agreement as stated above, Novolyte Technologies Limited, Novolyte
Technologies LP and Ferro Corporation have each caused their respective duly
authorized directors, officers, or attorneys to execute this Transfer Agreement as of the date set
forth above.



	 	 	 
	By: Novolyte Technologies Limited

	 	By: Ferro Corporation
	By:/s/ Anthony Giorgio

	 	By:/s/ Cynthia M. Kerker
	 

	 	 
	Name: Anthony Giorgio

Title: Director

Nationality:

	 	Name: Cynthia M. Kerker

Title: Authorized Representative

Nationality: United States Citizen
	By: Novolyte Technologies LP

By: Novolyte Technologies GP LLC, 

its general Partner

By: /s/ Anthony Giorgio

	 	







	 

	 	

	Name: Anthony Giorgio

Title: Vice President

Nationality:

	 	











2




Appendix A




The following terms identified with initial capital letters are defined in the following
Sections of the Transfer Agreement:



	 	 	 
	Term	 	Cross Reference
	Actual Taxes

	 	Section 2.1
	Amended Articles

	 	Section 3.3(B)
	Application Letter

	 	Section 3.2(B)
	Approval Authority

	 	Section 4.1
	Cash Amount

	 	Section 2.1
	Estimated EI Taxes

	 	Section 2.2
	Estimated Taxes

	 	Section 2.1
	Novolyte HK

	 	Preamble
	Escrow Agent

	 	Section 2.1
	Escrow Agreement

	 	Section 2.1
	Ferro

	 	Preamble
	Ferro Suzhou

	 	Recital A
	Fine Chemicals Business

	 	Recital B
	Neutral

	 	Section 8.11
	New Business License

	 	Section 4.1
	Parent

	 	Preamble
	P.R.C.

	 	Recital A
	Purchase Price

	 	Section 2.1
	SAIC

	 	Section 4.1
	Suzhou Equity Closing

	 	Section 5.1
	Suzhou Equity Closing Date

	 	Section 5.1
	Suzhou Equity Interest

	 	Recital A
	Suzhou Equity Transfer

	 	Section 1.2
	Suzhou Equity Transfer Application

	 	Section 3.2(B)
	Transfer Agreement

	 	Preamble






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In addition, the following terms have the meanings set forth below where used in the Transfer
Agreement and identified with initial capital letters:



	 	 	 
	Affiliate

	 	With respect to a party, any other entity

controlling, controlled by, or under common

control with such party.
	Ancillary Certificates

	 	The organizational code certificate, tax

registration certificate, foreign exchange

registration certificate, customs registration

certificate and other establishment related

certificates that Ferro Suzhou needs to obtain

under P.R.C. laws and regulations after getting

its new Business Licence duly reflecting the

Split-off Transaction.
	CPR Institute

	 	CPR Institute for Dispute Resolution, 366 Madison

Avenue, New York, New York.
	Default

	 	An occurrence which constitutes a breach or

default under a contract, order, or other

commitment, after the expiration of any grace

period provided without cure.
	Encumbrance

	 	Any encumbrance or lien, including, without

limitation, any mortgage, judgment lien,

materialman’s lien, mechanic’s lien, security

interest, encroachment, easement, or other

restriction.
	Governmental Entit(y) (ies)

	 	Any court of competent jurisdiction, governmental

agency, authority, instrumentality or regulatory

body.
	Owns or Ownership

	 	Such ownership as confers upon the party or

person having it good and marketable title to and

control over the thing or right owned, free and

clear of any and all Encumbrances.
	Split-Off Transaction

	 	The transaction to divide the assets and

liabilities of the Fine Chemicals Business from

the assets and liabilities of Ferro’s businesses

in the P.R.C. which are not related to the Fine

Chemicals Business, which Split-Off Transaction

shall be deemed effective upon the issuance of

the New Business Licence of Ferro Suzhou by SIP

AIC.







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