DATED4 AUGUST 2014

The generally accepted accounting principles and practices in the relevant jurisdictions as consistently applied by the relevant Group Companies for the preparation of their financial statements;

The individual audited financial statements (balance sheet, profit and loss statement, income statement, statement of cash flows, where applicable, and notes on the accounts, including off-balance sheet liabilities) of the Group Companies as of the respective Accounts Date and for the period starting on 1st January 2013, 2012 and 2011 respectively, and ending on the respective Accounts Date, a copy of which is attached as Schedule 8.8.1 (including a copy of the auditor reports);

31 December 2013, 31 December 2012 respectively 31 December 2011;

This Agreement and any document entered into pursuant to this Agreement;

Acquisition of the full dossier for the future submission of Molecule OO as an insecticide, fungicide and growth regulator in Europe;  Molecule OO is a bio substitute to major agrochemicals used in fruit crops and is biodegradable and bee friendly;

All the real estate properties owned by Agorive SA within the industrial site in Ougrée less Agorive Land I.

This agreement;

Any international, national, foreign, state, regional, departmental, municipal or local body with executive, legislative, judicial, regulatory, or administrative authority (including any ministry, department, agency, office, organization or other subdivision thereof and any person having received delegated authority from any of the foregoing), as well as any court, arbitrator or tribunal or other judicial authority and social security organism and any related organization;

The Belgian Companies Code;

The meaning set forth in Subsection 14.1;

A day other than a Saturday or Sunday on which banks are open for commercial business in Brussels, Belgium and New York, USA;

The meaning set forth in Subsection 9.3.3;

The performance of all the obligations of the Parties to this Agreement set out in Section 6;

The consolidated financial statements (balance sheet and profit and loss statement) of the Group Companies as of the close of business on the Closing Date and for the period starting on 1st January 2014 (such date included) and ending on the close of business on the Closing Date, to be prepared as provided in Subsection 3.2.2;

The meaning set forth in Subsection 6.1;

The amount of the cash balance minus the financial debts of the Group Companies, as at the close of business on the Closing Date, to be calculated in accordance with Schedule B;

The meaning set forth in Subsection 3.4.1;

The excess of the current assets over the current liabilities of the Group Companies, as at the close of business on the Closing Date, to be calculated in accordance with Schedule B;

Percival SA;

The conditions precedent set forth in Section 4;

Information relating to, or connected with, the business, IP, customers or financial or other affairs of the Group Companies or, as applicable, the Purchaser and its affiliates, details of which are not at any time in the public domain;

Any natural or artificial substance or thing (whether in a solid, liquid, gas, vapour or other form) that is capable (alone or in combination) of causing harm to man or any other living organism or of damaging the Environment or public health or welfare (including controlled, clinical, special or hazardous waste, polluting, toxic or dangerous substances, radiation, noise, vibration, electricity and heat);

The meaning set forth in Subsection 7.2.1;

The meaning set forth in Subsection 3.2.4.1;

The meaning set forth in Subsection 3.2.4.1;

Any mortgage, charge, pledge, lien, option, restriction, equity, right to acquire, right of pre-emption, proceedings, claim, limitation, trust, attachment, third party right or interest,  entitlement to beneficial ownership (including usufruct and similar entitlements), other encumbrance or security interest of any kind or any other type of preferential arrangement (including, without limitation, a title transfer and retention arrangement) having similar effect;

Any or all of the following media: air (including air within any building or other natural or man-made structure whether above or below ground), water (including surface waters, underground waters, groundwater, coastal and inland waters and water within any natural or man-made structure), land (including land under water, surface land and sub-surface land), flora, fauna, ecosystems and man;

Any and all applicable Laws, interpretations of any Laws by any Authority and international and EU treaties concerning the protection of the Environment, human health or welfare, the conditions of the workplace or the generation, transportation, storage, treatment or disposal of any Dangerous Substance;

The meaning set forth in Subsection 3.3.1;

The meaning set forth in Subsection 3.3.2;

Any event, fact, circumstances or information disclosed in the Disclosures in a manner which allows the Purchaser, as a reasonably skilled purchaser, or its professional advisors to reasonably identify an exception to any Warranty as well as the financial impact thereof;

The generally accepted accounting principles and practices in the designated jurisdiction as consistently applied;

The Company and the other Group Companies as set forth in the charts attached hereto as Schedule C respectively setting out the Group (i) as of the Signing Date until completion of the Restructuring (ie, in relation to such period also referring to Demetteir NV and Incitatus SA) and (ii) as of the date of completion of the Restructuring (after absorption of Demetteir NV and Incitatus SA by the Company);

The companies forming the Group;

Platform Speciality Products Corporation;

Incitatus SA, a société anonyme incorporated and organized under the laws of Belgium, having its registered office at 22, rue Van Eyck, 1000 Brussels, Belgium, registered with the legal entity registry of Brussels under enterprise number 837.832.451;

The meaning set forth in Subsection 5.1.2;

Formulations, patents, rights in inventions, software, know-how and trade secrets, copyright and related rights, moral rights, registered designs, design rights, database rights, trademarks and service marks, trade names, business names, brand names, get-up, logos, domain names and URLs, goodwill, rights under licenses and consents, and any other intellectual property rights (in each case, whether or not registered, and including all applications to register and rights to apply to register any of them and all rights to sue for any past or present infringement of them);  and all rights or forms of protection having equivalent or similar effect in any jurisdiction;

Computer systems, data processing systems, communication systems, and other information storage or processing systems and the components thereof (including, software, hardware, networks, scanners, data storage devices, printers, firmware, dedicated power supplies, cabling, peripherals, etc.) and associated documentation;

Any judgments, orders, rulings or awards of any court, arbitrator or other judicial or administrative authority;

Any laws, decrees, statutes, treaty, by-law, directives, code of practice, ordinance, circular, rules, regulations, guidance, common law, notice under legislation, injunction, judgment, order, decision or recommendation of any governmental, quasi-governmental, administrative or regulatory authority, body, court or agency, as applicable;

The meaning set forth in Subsection 6.1;

The meaning set forth in Subsection 9.1;

Machelen Pollution means the presence of any Dangerous Substances in, at, under, and/or or which was caused at or originated from,  any man-made structure or the Environment located Vilvoordelaan 92, 1830 Machelen (Asphaltco premises previously used by the Group);

Each of the Cash Blocked Account agreement and the PSP Shares Blocked Account agreement, to be entered into between Vendor and Banque Degroof, on or prior to the Closing Date, in accordance with and as set out in the Solvency Letter attached hereto as Schedule H.

(i) Any change or effect that, individually or in the aggregate, has had a material adverse effect on the assets, results of operations or financial condition of the Business, taken as a whole; provided that changes or effects, alone or in combination, that arise out of or result from the following, individually or in the aggregate, shall not be considered when determining whether a Material Adverse Effect has occurred: (a) changes in economic conditions, financial or securities markets in general, including any changes in interest or exchange rates, or the industries and markets (including with respect to commodity prices) in which the Business is operated or in which products of the Business are used or distributed, including increases in operating costs (except to the extent such change has a materially disproportionate adverse effect on the Business as compared to other companies which operate in the same industries as the Business), (b) any change in Laws, GAAP or any other generally accepted accounting principles applicable to the Business, or the enforcement or interpretation thereof, applicable to the Business (except to the extent such change has a materially disproportionate adverse effect on the Business as compared to other companies which operate in the same industries as the Business), (c) acts of God (including any hurricane, flood, tornado, earthquake or other natural disaster or any other force majeure event), calamities, national or international political or social conditions, (ii) any breach of the Warranties, or anything occurring which, had it occurred on or before the Signing Date, would have resulted in any of the Warranties being breached, provided in all cases such breach has material consequences (either for any of the Group Companies or for the Purchaser (or both)) which are not remedied within twenty (20) Business Days, but at the latest ten (10) Business Days prior to the Closing Date, or (iii) any update by the Vendor of the Disclosures between the Signing Date and the Closing Date in accordance with clause 7.2.3 exceeding an aggregate value of EUR two hundred fifty thousand (250,000);

Any contract to which any Group Company is a party, representing individually earnings or expenses of at least EUR five hundred thousand (500,000) per year;

The meaning set forth in Subsection 14.2;

 

The sum of EUR 15,000,000, to be paid to the cash blocked account under the Managed Accounts Agreement as part of the Purchase Price under the Agreement;

A number of shares of the common stock, par value $0.01 per share, of Guarantor, free and clear of all Encumbrances (other than restrictions on transfer imposed by applicable securities Laws, rules and regulations) equal to the USD Equivalent of EUR fifteen million (15,000,000), based on the volume weighted average price per share of the Guarantor common stock on the New York Stock Exchange for the twenty trading days’ period immediately prior to the third Business Day prior to the Closing Date (as reported by Bloomberg LP for each such trading day, or, if not reported by Bloomberg LP, such other authoritative source mutually agreed by Vendor and Purchaser), to be issued to the Vendor as part of the Purchase Price under the Agreement;

The meaning set forth in Subsection 8.13.1;

One or several parties to this Agreement;

Percival SA, a société anonyme incorporated and organized under the laws of Belgium, having its registered office at 22, rue Van Eyck, 1000 Brussels, Belgium, registered with the legal entity registry of Brussels under enterprise number 0474.386.517;

Any license, permit, permission, registration, permanent certificate of occupancy, authorization, certificate, or other approval from any Authority, required under or in relation to any applicable Laws (including Environmental Laws) with respect to the operations and assets of the Group Companies as currently being conducted or used;

The meaning set forth in Subsection 7.2.3;

Any legal or administrative litigation, action, suit, claim, investigation or inquiry, or any arbitration or other means of alternative dispute resolution;

Any registrations, licenses or similar governmental authority approvals required under applicable Law for the production, marketing, importation, exportation, formulation, packaging or sale of any product produced, marketed, imported, exported, formulated, packaged or sold by the Business;

The meaning set forth in Subsection 3.1;

MacDermid Agricultural Solutions Holdings B.V. or any other purchaser following assignment under Subsection 18.1.3;

Each or any of the Purchaser and any company controlling, controlled by, or under common control with the Purchaser, directly or indirectly, at any time (and any reference to "member of the Purchaser Group" or, in the case of any member of the Purchaser Group, to "its group" shall be construed accordingly), for the avoidance of doubt excluding the Group Companies;

 

"control" has the meaning defined in article 5 and further of the BCC;

The meaning set forth in Subsection 14.8.1;

The meaning set forth in Subsection 14.8.1;

The meaning set forth in Subsection 14.8.1;

Any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing of or migrating into or through the Environment or any natural or man-made structure;

Any works or action limiting, mitigating, remediating, preventing, removing, ameliorating or containing the presence or effect of any Dangerous Substance in or on the Environment and/or any investigation, sampling or monitoring in connection with any such works or action;

The meaning set forth in Subsection 8.13.6;

The merger of the Company with Demetteir NV and Incitatus SA after implementation of the other restructuring steps in accordance with Schedule G;

All the shares comprising the entire share capital of the Company, on a fully diluted basis;

The date of this Agreement;

A letter issued by Banque Degroof to the Purchaser substantially in accordance with the terms and provisions set out in the Solvency Letter attached as Schedule H.

The meaning set forth in Subsection 3.2.1.2;

The meaning set forth in Subsection 3.2.1.3;

EUR forty seven million twenty thousand five hundred eighty seven (47,020,587);

Any form of taxation, tax, duty, fine, levies, imposts and social security charges, and any other charge due, payable, imposed, levied, assessed or aimed to be owed by any municipal, regional, national or other authority in any relevant jurisdiction, whether payable directly, indirectly or by withholding, including, without limitation, direct and indirect taxes, income tax, withholding tax, value added tax, insurance premium tax, customs duties, registration and stamp duties, capital tax and other legal transaction taxes, transfer tax, withholding tax in respect of employees, dividend withholding tax, (municipal) real estate taxes, other municipal taxes and duties, environmental taxes and duties, and including any interest for late payment, penalties, surcharges, increases and fines;  and any forms of employer and employee mandatory social security contributions paid or due to all tax, social security or other governmental authority in connection with employment;

Any report, return, election, statement or other document or similar filing required to be filed with respect to Taxes, including any information return, claim for refund, amended return, or declaration of estimated Taxes;

The meaning set forth in Subsection 9.7;

With respect to any financial metric not reported in US dollars, the equivalent amount in US dollars resulting from applying the average exchange rates set forth on the relevant Bloomberg currency page, at 4:00 p.m. New York City time for the five Business Days’ period immediately prior to the Closing Date.

Marc Van Moerbeke;

Any company controlled by Marc Van Moerbeke, directly or indirectly, at any time, and any company controlling, controlled by, or under common control with Percival SA and/or Incitatus SA, directly or indirectly, at any time, except the Group Companies (and any reference to "member of the Vendor Group" or, in the case of any member of the Vendor Group, to "its group" shall be construed accordingly);

"control" has the meaning defined in article 5 and further of the BCC;

The representations and warranties set out in Section 8.