Asset Purchase Agreement, by and between Trinseo S.A., Trinseo Deutschland GmbH, Trinseo Europe GmbH, Trinseo Belgium B.V.B.A., Trinseo Export GmbH, and Synthos S.A., Blitz F21-410 GmbH, and Synthos Dwory 7 dated May 21, 2021

Mr Juha Jokinen, born on of        , with business address at               , acting not in his own name, but - excluding any personal liability -

on the basis of a written power of attorney a copy of which was available at the recording which is attached hereto whereas the original shall be submitted subsequently to the notary and a certified copy of which shall be attached hereto, for and on behalf of

on the basis of a written power of attorney the original of which was available at the recording and a copy of which is attached hereto, which is hereby certified to be a true and correct copy of the original, for and on behalf of

Ms Anna Laura Yedes, born on                  , with business address at                     , Germany, acting not in her own name, but - excluding any personal liability - on the basis of a written power of attorney the original of which was available at the

Mr Scott Moore, born on           , with business address at                                 , United States of America, acting not in his own name, but - excluding any personal liability- on the basis of written powers of attorney, the originals of which were available at the recording copies of which are attached hereto, which are hereby certified to be true and correct copies of the originals, for and on behalf of

Trinseo Belgium B.V. with registered address at Havenlaan 7, 3980 Tessenderlo, Belgium, registered with the Belgian Crossroads Bank for Enterprises under enterprise no 0820.679.188,

Trinseo Export GmbH with its seat at Horgen, Switzerland, and registered address at Zugerstrasse 231, 8810 Horgen, Switzerland, registered with the commercial register of the Canton of Zurich under CHE-114.496.932;

Mr Zbigniew Warmuz, born  on                , with business address at ul. Chemik6w 1, 32-600 Oswiycim, Poland, acting not in his own name, but in his capacity as managing director with power of sole representation and release from the restrictions imposed by sec 181 German Civil Code (BGB) for and on behalf of

Mr Laurent Guillermin, born on                 , with business address as set out sub 4. above, acting not in his own name, but in his capacity as member of the executive board (czlonek zarzqdu) jointly with the person appearing sub 4. in his capacity as chairman of the executive board (prezes zarzqdu) both with power of joint representation for and on behalf of

Mr Wieslaw Ziembla, born on                , with business address as set out sub 4. above, acting not in his own name, but in his capacity as registered signatory (prokurent) jointly with the person appearing sub 5. in his capacity as vice chairman of the executive board (wiceprezes zarzqdu) both with power of joint representation for and on behalf of

Trinseo S.A., a stock corporation incorporated under the laws of the Grand Duchy of Luxembourg, registered with the Registre de Commerce et des Sociétés of Luxembourg under B153549 and having its registered office at 26-28 rue Edward Steichen, L-2540 Luxembourg, Luxembourg

Trinseo Deutschland GmbH, a limited liability company incorporated under the laws of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Stendal under HRB 10263, with registered seat (Sitz) in Schkopau, Germany

Trinseo Europe GmbH, a limited liability company incorporated under the laws of Switzerland, registered with the commercial register of the Canton Zurich under number CHE-114.396.041, with its registered place of business in Horgen, Switzerland

Trinseo Belgium B.V.B.A., a private limited liability company incorporated under the laws of Belgium, registered with the Belgium commercial register under BE0820.679.188, with its registered office at Havenlaan 7, 3980 Tessenderlo, Belgium

Trinseo Export GmbH, a limited liability company incorporated under the laws of Switzerland, registered with the commercial register of the Canton Zurich under number CHE-114.496.932, with its registered place of business in Horgen, Switzerland

Synthos S.A., a stock company incorporated under the laws of Poland, registered with the National Court Register – registry of entrepreneurs conducted by the District Court for Kraków-Śródmieście in Cracow, XII Commercial Division of the National Court

Blitz F21-410 GmbH a limited liability company incorporated under the laws of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main under HRB 122747 with registered seat (Sitz) in Frankfurt am Main, Germany

Synthos Dwory 7 a general partnership (Spółka z ograniczoną odpowiedzialnością sp.j.) incorporated under the law of Poland, registered with the National Court Register – registry of entrepreneurs conducted by the District Court for Kraków-Śródmieście in Cracow, XII Commercial Division of the National Court Register, under KRS no. KRS 0000490507, with its registered place of business in Oświęcim, Poland

PREAMBLE

The Sellers are inter alia engaged in the development and production of synthetic rubber and are offering solution-styrene butadiene rubber ("S-SBR") and emulsion-styrene butadiene rubber ("E-SBR" and together with S-SBR referred to as "Synthetic Rubber").

The Sellers operate Trinseo's entire business for the production of Synthetic Rubber at Trinseo's production facility in Schkopau, Germany ("Schkopau Rubber Facility") ("Business"). While Seller 1 is the group holding company, Seller 2 acts as toll manufacturer of Seller 3 for Synthetic Rubber ("Seller 2 Business") and holds all the tangible assets required to operate such business and all such assets form part of the Sold Assets and hence the Transaction (both as defined below) ("Seller 2 Sold Assets"). Seller 3 and Seller 5 inter alia distribute the toll manufactured products on a global basis. Seller 4 holds certain shares that form part of the transaction perimeter. The Sold Tangible Assets (as defined below) (to the extent not forming part of the Seller 2 Business) are held by Seller 3.

Seller 2 occupies the Schkopau Rubber Facility pursuant to a hereditary building right (Erbbaurecht) ("Original Hereditary Building Right"). The registration of certain contractually granted extensions of the Original Hereditary Building Right in the land register is still pending.

The Parties are entering into this agreement (together with the schedules ("Schedules"), the "Agreement") to sell and transfer the Business from the Sellers to the Purchasers by transferring all assets, liabilities and contractual relationships relating to them ("Transaction") in accordance with the terms and conditions of, and as set out further in, this Agreement.

DEFINITIONS

INTERPRETATION

Except where stipulated otherwise in this Agreement, any reference in this Agreement to:

any Party or other person shall be construed so as to include its successors in title, permitted assignees and permitted transferees;

an agreement or instrument is a reference to that agreement or instrument as amended, supplemented, varied or novated;

a "person" includes any person (physical or legal), entity, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality);

a "regulation" includes any applicable regulation, rule, official directive, request or guideline (whether or not having the force of law) made from time to time by any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority (including stock exchanges) or organisation as amended or re-enacted; and

a provision of law is a reference to that provision as amended or re-enacted and shall be construed, at any particular time, as including a

In case of discrepancies or inconsistencies, the main body of this Agreement prevails over the Schedules.

Section and Schedule headings are for ease of reference only.

This Agreement is drafted in English at the request of the Parties. To the extent that in this Agreement reference is made to German legal terms or other German expressions, the German language shall prevail in the event of discrepancy between the English and German text. Legal terms, in particular in brackets, shall have their meaning under German law without recourse to English or other laws.

The terms "shall" or "will" are intended to infer an obligation or duty.

SUBJECT MATTER OF PURCHASE

The subject matter of purchase comprises parts of the Original Hereditary Building Right, certain shares as well as all fixed assets (Anlagevermögen), current assets (Umlaufvermögen), other movable property, contracts, rights, intellectual property and liabilities as specified in Sections 5 to 11 that Relate to the Business unless specified otherwise in Sections 5 to 11 as well as the assets accruing to the Business up until the Closing Date, unless specified otherwise in Sections 5 to 11 ("Assets"). Assets "Relate" to the Business if they are used or intended to be used by the Sellers exclusively or predominantly (i.e. are used for the Business at a level of more than 90% of their total utilisation) in connection with the operation of the Business including the assets specified in the Schedules under Sections 5 to 11.

The Assets sold in accordance with this Agreement are referred to together as the "Sold Assets".

Unless otherwise contemplated in this Agreement, the sale and transfer of the Sold Assets shall be made with economic effect (mit wirtschaftlicher Wirkung) as at 24:00 hrs CET on the Closing Date.

Without prejudice to any other rights or remedies of the Purchasers under this Agreement, if it turns out that full legal, beneficial and title ownership and possession of any Sold Asset has not been fully vested in Purchasers by virtue of the transactions and agreements contemplated in this Agreement as of the Closing Date, (each a "Wrong Pocket Asset"), during a period of one (1) year after the Closing Date, the Purchasers may give written notice of this to either of the Sellers requesting the transfer of full legal, beneficial and title ownership and possession of such Wrong Pocket Asset. If such notice is given, the Sellers shall without undue delay (unverzüglich), and at their own cost and expense, take all actions necessary to effect such transfer or procure the transfer of full legal, beneficial and title ownership and possession of such Wrong Pocket Asset to the Purchasers for no additional consideration as part of its primary performance obligation (primäre Erfüllungspflicht) to transfer the Sold Assets.

Between the Signing Date and the Closing Date, the Sellers and the Purchasers shall (i) cooperate in good faith to jointly identify all Sold Assets that were wrongfully listed or omitted in any lists attached to this Agreement and all Sold Assets that rightfully have to be listed as part of any agreement contemplated by this Agreement and (ii) reflect any necessary additions or deletions, as the case may be, in the documentation to be entered into on the Closing Date. If certain Assets Relating to the Business are legally held by an entity of the Trinseo group that is not a party hereto, Seller 1 shall procure that such entity sells and transfers such Asset to the Purchaser upon Closing.

If it turns out after the Closing Date that an Intellectual Property Right, which had to be sold or licensed to the Purchaser 3 under Section 7.1, has in fact not been sold or licensed, then Section 4.4 shall apply mutatis mutandis.

SOLD TANGIBLE ASSETS

Seller 2 and Seller 3 hereby sell to the Purchaser 2 all tangible Assets, independently of whether these have any book value, and all other movable property Relating to the Business (except for the Excluded Assets), in particular the tangible assets and other movable property as specified below and listed in Schedule 5.1 ("Sold Tangible Assets"):

the following tangible assets:

technical equipment and machines, other equipment and business furniture and movable fixtures within the meaning of section 97 BGB and facilities under construction listed in part 5.1.1(a) of Schedule 5.1 (collectively "Equipment"),

the volumes of the raw materials, stocks, spare parts, intermediates and work in progress, finished goods listed in part 5.1.1(b) of Schedule 5.1 (collectively "Inventory" or "Inventories"),

the computer/IT hardware listed in part 5.1.1(c) of Schedule 5.1 and all furnishings and fixtures (Betriebsausstattung) of the Business, including office furnishings, office equipment, desks and worksites located at the Schkopau Rubber Facility Relating to the Business;

the originals or copies (to the extent originals cannot be sold, assigned, transferred or handed over due to applicable laws, regulations or practices or are not in the possession of the relevant Seller or any of its Affiliates) of the following documentation, records and data, in electronic, paper or other format together with all rights in, under or in relation thereto:

the Process Documentation (excluding any Know-How which shall be transferred in accordance with Section 7.1.3), manuals/documentations for the Equipment, and

the Business Records.

The Purchaser 2 hereby accepts this sale.

The Sold Tangible Assets (i) shall not include any assets Relating to the Business as of the Signing Date which are sold, used or otherwise removed from the Schkopau Rubber Facility between the Signing Date and the Closing Date in the ordinary course of the Business' operations and in compliance with this Agreement but (ii) shall include any tangible assets and other movable property acquired or produced by and for the Business or otherwise supplied to the Business between the Signing Date and the Closing Date in the ordinary course of the Business operations and in compliance with this Agreement provided that such assets are not Excluded Assets. Seller 2 and Seller 3 shall update Schedule 5.1 in relation to such receipts and dispatches as per the Closing Date in order to ascertain which Sold Tangible Assets shall be transferred to the Purchaser 2.

To the extent the Sold Tangible Assets include tangible assets and other movable property which are related to the discontinued product technology of nickel polybutadiene rubber (PBR-NI) and neodymium polybutadiene rubber (PBR-ND), these tangible assets and other movable property shall transfer at a value of USD 1.

Purchaser 2 shall be entitled to nominate Purchaser 3 (and Purchaser 3 hereby already consents to such nomination) to acquire any or all of the Sold Intangible Assets with the exception of the Rubber Hereditary Building Right instead of Purchaser 2. Purchaser 2 shall exercise the foregoing right by submitting not less than ten (10) Business Days prior to the Closing Date a written declaration to Seller 2 (acting as authorized recipient also for Seller 3) that sets forth the Sold Intangible Assets Purchaser 3 shall acquire. Purchaser 3 shall acquire the relevant Sold Intangible Assets in lieu of Purchaser 2. To the extent Purchaser 2 exercises its nomination right under this Section, Purchaser 3 shall be placed in a position as if it would have purchased the Sold Intangible Assets under Section 5.

SHARES IN TYRE RECYCLING SOLUTIONS

Seller 4 holds 1,246,883 shares in Tyre Recycling Solutions S.A., a stock corporation (société anonyme) incorporated under the laws of Switzerland, registered with the commercial register of the Canton of Vaud under number CHE-145.547.554, with its registered place of business in Préverenges, Switzerland ("TRS"), which corresponds to a shareholding of approximately 9.8939% in TRS's issued and outstanding share capital. Seller 4, together with the remaining shareholders of TRS, is party to a shareholders' agreement dated 13 November 2013, as amended on 23 May 2018 ("TRS SHA").

The Purchaser 1 hereby undertakes to acquire Seller 4's participation in TRS in accordance with the terms and conditions set out in the share transfer agreement (including its annexes, in particular the deed of adherence to the TRS SHA) attached to this Agreement as Schedule 6.2 ("TRS Share Transfer Agreement"), which shall become effective (i.e. effect the in rem share transfer) as of the Closing Date. The Purchaser 1 acknowledges the existing rights of first refusal and purchase rights of the other TRS shareholders pursuant to the TRS SHA as well as the fact that the TRS shares will not form part of the Sold Assets in the event that these rights are being exercised.

In addition to Seller 4's shareholding in TRS, Seller 3 has concluded certain joint development and commercial cooperation agreements with TRS which shall be transferred to the Purchaser 1 pursuant to Section 10.

INTELLECTUAL PROPERTY RIGHTS, INTANGIBLE ASSETS AND LICENCES

Sellers hereby sell to the Purchaser 3 the following Intellectual Property Rights as specified below and listed in Schedule 7.1 (collectively the "Sold Intellectual Property Rights"):

the registered trademarks and trademark applications listed in part 7.1.1 of Schedule 7.1;

the patents and patent applications listed in part 7.1.2 of Schedule 7.1;

the Know-How Relating to the Business and the Know-How pertaining to technologies, which have been used or developed in the past  eleven (11) years preceding the Closing Date with the use of the synthetic rubber plants in Schkopau belonging to the Business , for the avoidance of doubt, including the Know-How pertaining to S-SBR, E-SBR, Li-PBR, Ni-PBR, Nd-PBR, and to the extent used in the Business on the Signing Date or the Closing Date, in each case including all embodiments such as drawings, plans, notes, or documentation (including recipes and (manufacturing) process documentation) as well as corresponding electronic data such as files and databases, which – as regards chemistry – do not require any consents or licenses from any third parties to be fully transferred to the Purchaser 3, as generically described in part 7.1.3 of Schedule 7.1; and

the IT systems and software programs listed in part 7.1.4 of Schedule 7.1.

The Purchaser 3 accepts this sale.

In case a transfer of ownership of the Sold Intellectual Property Rights is not possible, the Sellers grant the Purchaser 3, as of the Closing Date, the (even as to the Sellers) exclusive, sublicensable, transferable, fully paid up, irrevocable rights to comprehensively use such non-transferred Sold Intellectual Property Rights for an unlimited period of time and without any geographical limitations.

Without undue delay after Closing, the Purchaser 3 shall perform all acts that are necessary for the transfer and – to the extent necessary – the change of registers of the Sold Intellectual Property Rights to the Purchaser 3, or the use of the Sold Intellectual Property Rights by the Purchaser 3. The assignment of trademarks and patents shall be executed substantially in the form of Schedule 7.4. Sellers shall, at their own cost, provide reasonable assistance to the Purchaser 3 in this process, particularly by providing appropriate signatures to the relevant declarations and assignment documents which will be prepared by the Purchaser 3. Purchaser 3 shall bear all costs imposed on the Purchaser 3 relating to or accruing from the change of registers of the Sold Intellectual Property Rights to the Purchaser 3.

ORIGINAL HEREDITARY BUILDING RIGHT; PERMITS AND AUTHORISATIONS

The assets of the Business include certain parts of the Original Hereditary Building Right in relation to the Schkopau Rubber Facility. The creation, sale and transfer of such parts of the Original Hereditary Building Right is governed by a separate agreement which shall be executed by Seller 2 and the Purchaser 2 substantially in the form attached hereto as Schedule 8.1 ("Rubber Hereditary Building Right Agreement"). The new (partial) hereditary building right that is to be created and transferred to the Purchaser 2 pursuant to the Rubber Hereditary Building Right Agreement is herein referred to as the "Rubber Hereditary Building Right". The Purchaser 2 hereby undertakes to acquire the Rubber Hereditary Building Right based on the Rubber Hereditary Building Right Agreement in accordance with the foregoing sentence in rem (dinglich) as of the Closing Date or as soon as possible thereafter. In the event of a conflict between the provisions of this Agreement and of the Rubber Hereditary Building Right Agreement, the provisions of the Rubber Hereditary Building Right Agreement shall prevail.

Seller 2 holds the permits, licenses, approvals, exemptions, authorisations and other public law authorizations and decisions which are listed in Schedule 8.2 ("Permits"). To the extent permitted by applicable law, they will transfer automatically to the Purchaser 2 together with the corresponding buildings and installations. The parties clarify that the permits under Radiation Protection Law (Strahlenschutzrecht) do not transfer automatically but must be newly applied for by the Purchaser 2. For the avoidance of doubt, the Parties clarify that permits, authorizations, approvals and the like which do not relate to the Schkopau Rubber Facility as such but to the operation of the Schkopau site as a whole ("Business Site Services Permits"), e.g. permits for the

EXCLUDED ASSETS AND EXCLUDED LIABILITIES

The Purchasers expressly understand and agree that all rights, titles and interests of the Sellers in and to all properties and assets of every kind and description, whether tangible or intangible and wherever located which are not Sold Assets, including the following assets and properties of the Sellers ("Excluded Assets") shall not be sold, transferred or assigned to the Purchasers pursuant to this Agreement:

the assets listed in Schedule 9.1.1;

permits under Radiation Protection Law and two (2) REACH registrations for substances (Styrene and Ethylbenzene) where Trinseo remains either producer or importer;

all of the Sellers' cash and cash equivalents on hand and in banks as well as all account receivables in compliance with Section 10.5;

all rights of the Sellers arising under this Agreement or the transactions contemplated thereby;

the goodwill of the Business, if any, as accounted for by the Sellers in their respective financial statements (which, however, is not related to the goodwill the Purchasers may account for in its financial statement as from Closing);

any Mixed Contract (other than to the extent relating to the operation and conduct of the Business);

insurance policies taken out by the Sellers or any of their Affiliates, whether or not relating to the Business, and all claims, credits or rights thereunder; and

all claims for Tax refunds or other Tax assets relating to Taxes paid or caused before the Closing Date, whether or not relating to the Business.

The Purchasers assume obligations and liabilities from the Sellers only if and to the extent they occur in connection with the Sold Assets or to the extent otherwise regulated herein, in particular as regards Environmental Liabilities as well as liabilities regarding Transferred Employees. Sellers expressly understand and agree that the following obligations and liabilities of the Sellers shall not be transferred or assigned to or assumed by the Purchasers pursuant to this Agreement:

obligations and liabilities created or incurred in connection with shares, fixed assets (Anlagevermögen), current assets (Umlaufvermögen), other movable property, contracts, rights, intellectual property and liabilities which are not Sold Assets;

obligations and liabilities to the extent they do not exclusively occur in connection with the Sold Assets;

all of the Sellers' account payables in compliance with Section 10.5, i.e. unless sold and transferred under this Agreement and reflected in the Binding Intangible Working Capital Accounts;

obligations and liabilities resulting from loans or other forms of financing or from guarantees provided or any other financial obligations and liabilities; and

any short or long-term liability position (long-term debt, other non-current liabilities, accounts payable and accrued expenses and other liabilities), except for such pension-related liabilities that are transferred pursuant to Section 12.12;

TRANSFERRED CONTRACTS

Rights and obligations transferred

Seller 2, Seller 3, Seller 4 as well as Seller 5 and the Purchaser 2 hereby undertake with effect as of the Closing Date to transfer the following contracts and purchase orders ("Transferred Contracts") to the Purchaser 2 – subject to any counterparty's required consent and further subject to Sections 10.2 and 10.3, with debt-releasing effect (schuldbefreiende Vertragsübernahme) – , excluding, for the avoidance of doubt, the account receivables in accordance with Sections 9.1.2 and 10.5 and the account payables in accordance with Sections 9.2.1 and 10.5:

the contracts with suppliers, service providers, contract manufacturers, customers, tenants or landlords and other third parties, as well as the joint development agreement and commercial cooperation agreement with TRS, especially those contracts listed in Schedule 10.1.1(a), including those entered into following the Signing Date, in accordance with Section 20.4, until the Closing Date, in each case which Relate to the Business,

the Mixed Contracts as set forth in Schedule 10.1.1(b) or as entered into following the Signing Date, in accordance with Section 20.4, until the Closing Date (but only the part of the Mixed Contracts that Relates to the Business).

any agreements relating to the acquisition, sale or encumbrance of real properties or rights equivalent to real property (grundstücksgleiche Rechte);

any agreements relating to the acquisition, or sale of shares of or interests in other companies or partnerships, except for the sale and transfer of Seller 4's participation in TRS pursuant to Section 6;

any loan or other credit agreements entered into by the Sellers as lender or borrower (except for customary payment deferrals agreed in the ordinary course of business) as well as factoring agreements; and

any guarantees, payment guarantees (Bürgschaften), assumptions of debt (Schuldübernahmen), collateral promises (Schuldbeitritte), comfort letters or similar legal instruments issued by the Sellers.

The Transferred Contracts, with the exception of the four lease agreements listed in Schedule 10.1.1(a) which shall be transferred subject to and in accordance with Schedule 8.1, shall be transferred subject to and with effect as of Closing and, subject to Sections 10.2 through 10.5, the Purchaser 2 agrees to replace the relevant Seller as a party to the Transferred Contracts and to observe and perform all such obligations of the relevant Seller in substitution of the relevant Seller with effect as of the Closing Date. To the extent that none of the Sellers is a party to the relevant contract listed in Schedule 10.1.1(a) (e.g. as regards the contracts entered into by Trinseo (Hong Kong) Ltd.), Seller 1 procures to instruct its relevant Affiliate to adhere to the transfer mechanism set out in this Section 10.1.

Consents for the transfer of the Transferred Contracts

Lack of Counterparty's Consent

In the event that any counterparty withholds, delays or conditions any consent that is required for the transfer of a Transferred Contract and release of the relevant Seller, and to the extent legally permitted, the relevant Seller and the Purchaser 2 shall economically treat each other,

If such transfer is not permitted, however, the relevant Seller shall promptly pass on to the Purchaser 2 any monies or other benefits received under such non-transferred agreement relating to the period and activities from the Closing Date (including the Closing Date). For the avoidance of doubt, the Purchaser 2 shall promptly pass on to the relevant Seller any monies or other benefits received under such non-transferred agreement relating to the period and activities prior to the Closing Date. Section 10.5 shall apply accordingly. Nothing in this Agreement shall be construed as effecting an assignment of a right that is not permitted to be made under the terms and the law applicable to such right.

In the event that any counterparty should delay or withhold any consent that is required for the transfer of a Transferred Contract and release of a Seller, with the prior consent of or upon request of the Purchaser 2, the relevant Seller shall terminate such contract as of the earliest possible date. Such termination shall not entail any claims of the Purchaser 2 against the relevant Seller as a result of the termination and the Purchaser 2 hereby releases the relevant Seller from any liability to the Purchaser 2 in such regard, to the extent that the relevant Seller has undertaken all commercially reasonable efforts to obtain such consent.

Mixed Contracts

If the portion of the relevant Mixed Contract that Relates to the Business can be transferred without the consent of, or any payment to, any third party, the relevant Seller shall transfer the portion of such Mixed Contract that Relates to the Business ("Partial Assignment") to the Purchaser 2 at Closing as a Transferred Contract. To the extent that such

If the portion of the relevant Mixed Contract that Relates to the Business cannot be transferred in accordance with Section 10.4.1 by the Closing Date, the relevant Seller and the Purchaser 2 shall use their respective best efforts to either

obtain the consent of the applicable third party or parties to a Partial Assignment to the Purchaser 2, effective as of the Closing, on terms reasonably acceptable to the relevant Seller and the Purchaser 2, and to the extent such consent is obtained, the applicable portion of such Mixed Contract shall be assigned to the Purchaser 2 as of the Closing as a Transferred Contract, or

cause the applicable third party or parties to enter into a new agreement with the Purchaser 2, effective as of the Closing (i.e., split the Mixed Contract so that the Purchaser 2 receives its own agreement), on terms reasonably acceptable to the Purchaser 2, pursuant to which the Purchaser 2 shall receive substantially all of the benefits and shall bear substantially all of the costs, liabilities and burdens under the portion of such Mixed Contract that Relates to the Business unless provided otherwise in Section 10.5 which shall apply accordingly.

If such Mixed Contract is not transferable in accordance with Section 10.4.1, and the relevant Seller and the Purchaser 2 can neither obtain the consent of the applicable third party or parties to a Partial Assignment nor cause the applicable third party or parties to enter into a new agreement in accordance with Section 10.4.2, prior to the Closing Date, the relevant Seller and the Purchaser 2 shall use their respective best efforts to enter into a reasonable alternative arrangement (such as a sublease, sublicense or service or operating agreement) with a view to the Purchaser 2 receiving substantially all of the benefits and bearing substantially all of the costs, liabilities and burdens with respect to the applicable portion of such Mixed Contract unless provided otherwise in Section 10.5 which shall apply accordingly. To the extent such alternative arrangement results in material costs to the relevant Seller, Purchaser 2 shall be obliged to compensate 50% of such additional costs evidenced by the relevant Seller.

If a Partial Assignment of a Mixed Contract cannot be effected, Section 10.3.1 as well as Section 10.3.2 shall apply mutatis mutandis. In the event of a dispute between the Parties regarding the allocation of the relevant portions of the Mixed Contract, an independent auditor appointed by the president of the IHK Halle-Dessau shall bindingly decide about the portions. The costs of the arbitrator shall be split equally.

Apportionment

Performance under the Transferred Contracts shall be apportioned with effect to the Closing Date. The relevant Seller shall be responsible for performing any obligations (including payment obligations) under the Transferred Contracts which fall due before the Closing Date and the Purchaser 2 shall be responsible for performing any obligations (including payment obligations) under the Transferred Contracts after the Closing Date. If and to the extent the Purchaser 2 receives payments for goods delivered or services performed on or before the Closing Date under the Transferred Contracts, the Purchaser 2 shall pass on the amounts so received to the relevant Seller within five (5) Business Days from receipt. If and to the extent, after the Closing Date, any Seller receives any invoice for any goods or services under any Transferred Contract relating to the period after the Closing Date, the respective Seller can either pay the invoice directly when due and shall then be compensated by the Purchaser 2 within five (5) Business Days after the relevant Seller has notified the Purchaser 2 in writing about the payment or forward the same to the Purchaser 2 for payment. To the extent that any Seller receives payments for services which are not yet performed or products that have not yet been finalized and packed for transport on the basis of the Transferred Contracts by the Closing Date, the respective Seller shall pass on these amounts to the Purchaser 2. If and to the extent, after the Closing Date, the Purchaser 2 receives any invoice for deliveries or services under any Transferred Contract relating to the period before the Closing Date, the Purchaser 2 can either pay the invoice directly when due and shall then be compensated by the relevant Seller or relevant Affiliate or forward the same to the relevant Seller for payment.

The relevant Seller shall indemnify the Purchaser 2 against all liabilities for which the relevant Seller is responsible pursuant to Section 10.5.1 but subject to the limitations set out in this agreement, in particular Section 25.

The Purchaser 2 shall indemnify the relevant Seller against all liabilities for which the Purchaser 2 is responsible pursuant to Section 10.5.1.

This Section 10.5 shall not apply to any payables and receivables that are sold and transferred under this Agreement and are reflected in the Binding Intangible Working Capital Accounts.

Purchaser 2 shall be entitled to nominate Purchaser 3 (and Purchaser 3 hereby already consents to such nomination) as transferee of the Transferred Contracts except for the four lease agreements further specified in Schedule 10.1.1(a) instead of Purchaser 2. Purchaser 2 shall exercise the foregoing right by submitting not less than ten (10) Business Days prior to the Closing Date a written declaration to Seller 2 (acting as authorized recipient also for Seller 3) that sets forth the Transferred Contracts which shall be transferred to Purchaser 3. The relevant Transferred Contracts shall be transferred to Purchaser 3 in lieu of Purchaser 2 pursuant to this Section 10. To the

ASSIGNED SITE SERVICES AND SUPPLY AGREEMENT

Assigned Site Services

Supply Agreement

Services Agreement

TRANSFERRED EMPLOYEES

Transfer of employees

Individually Transferred Employees

Payments to Transferred Employees and Individually Transferred Employees

Seller 2 and Seller 3 shall, and Seller 1 shall procure that any relevant Affiliate shall, be responsible, and indemnify the Purchaser 2, for all due

due social security and pension scheme contributions, payroll and source taxes and other Taxes relating to each Transferred Employee,

any due salary, bonuses and incentive payments relating to periods before the Closing Date, and

any due claims of Transferred Employees relating to vacation, overtime, jubilee payments (Jubiläumsgelder), long-time saving accounts (Langzeitkonten), partial-retirement saving accounts (Altersteilzeitkonten), and pension payments,

The Purchaser 2 shall be responsible, and indemnify the Seller 2, Seller 3 and any relevant Affiliate, respectively, for all salary payments and other claims of each Transferred Employee, provided they do not exercise their right to object to the transfer of their employment, relating to periods starting on or after the Closing Date, including, but not limited to,

social security and pension scheme contributions, payroll and source taxes and other Taxes relating to each Transferred Employee,

any salary, bonuses and incentive payments relating to periods starting on or after the Closing Date, and

any claims of Transferred Employees relating to vacation, overtime, jubilee payments (Jubiläumsgelder), long-time working time accounts (Langzeitkonten), partial-retirement saving accounts (Altersteilzeitkonten), and pension payments,

The rights and obligations under this Section 12.3 shall apply accordingly for Individually Transferred Employees, it being understood that the Purchaser 1 shall only be responsible for employment-related liabilities of such Individually Transferred Employees that agree to actually transfer to the Purchaser 1.

Non-Transferred Employees

Excluded Employees

Key Personnel

Required Functions

German Non-Tariff Employees

Reconcilement of interest agreement and social plan

Protection of Transferred Employees and Individually Transferred Employees in Germany.

Information and consultation of employee representatives

Pensions liabilities and trust arrangements

Notification of Transferred Employees

Data transfer payroll

PURCHASE PRICE

Purchase Price

The aggregate purchase price payable by the Purchasers to the Sellers in consideration for the sale and transfer of the Business ("Purchase Price") shall be a fixed amount of USD 449,400,000 (United States Dollar four hundred forty-nine  million four hundred thousand) and shall be subject to adjustment only pursuant to Section 13.1.2 or in relation to working capital levels pursuant to Section 14 – notwithstanding any VAT that might apply in addition to the Purchase Price which is dealt with under Section 15. Purchaser 1 shall be entitled to pay the Purchase Price for the account of the Purchasers to Sellers. Seller 1 shall be entitled to receive the Purchase Price for the account of the Sellers from the Purchasers; following Closing, the Sellers shall allocate the Purchase Price between themselves.

The Purchase Price shall be reduced by the amount which Seller 4 is entitled to receive from the non-selling shareholders of TRS and which is allocated to the shares in TRS pursuant to Section 13.2.2 in exchange for the transfer of the shares in TRS, as a consequence of those non-selling shareholders of TRS exercising their option rights or any other purchase and/or preferential rights provided for in the TRS SHA and triggered by Seller 4's intended disposal of its shares in TRS.

The Purchase Price shall be paid on the Closing Date as provided for in Section 18. If the Parties choose to close in accordance with Section 19.2.3 without any of the Closing Conditions pursuant to Sections 19.1.1(c) and 19.1.1(e) being satisfied, the Purchasers shall pay on the Closing Date the Purchase Price minus the amount of USD 50,000,000 ("Retained Amount") and shall pay the Retained Amount within five (5) Business Days after having learned that all of these Closing Conditions are satisfied.

The Purchasers shall not be entitled to exercise a right of set-off (Aufrechnung) or retention (Zurückbehaltungsrecht) with respect to its obligation to pay the Purchase Price or any parts thereof unless the Purchasers’ claim on which the Purchasers have based their right of set-off or retention have either been acknowledged by the Sellers in writing or has been determined by a final and non-appealable court judgement or arbitral award.

Purchase Price Allocation

an amount of USD 1,300,000 (United States Dollar one million three hundred thousand) shall be allocated to the Rubber Hereditary Building Right ("Rubber Hereditary Building Right Purchase Price");

an amount of USD 7,500,000 (United States Dollar seven million five hundred thousand) shall be allocated to the TRS shares; and

the remaining part of the Purchase Price shall be allocated to the Sold Assets other than the Rubber Hereditary Building Right ("Sold Assets Purchase Price").

ADJUSTMENT OF THE PURCHASE PRICE IN RELATION TO WORKING CAPITAL

Immediately following the Closing Date, the Parties shall jointly instruct PricewaterhouseCoopers ("PWC") to prepare

a volume denominated inventory of the Sold Tangible Assets (comprising inter alia raw material and finished products but excluding spare parts) to determine Seller 2's and Seller 3's inventory working

accounts as per the Closing Date of the Sold Assets' non-volume denominated working capital assets (comprising receivables, account payables, accrued expenses and other current liabilites) to determine the relevant Seller's non-volume denominated working capital as set out in Schedule 14.1.2 (the "Intangible Working Capital Accounts") for certain reference dates as per the day immediately prior to the Closing Date 24:00 hrs CET, in accordance with Seller 1's currently applicable US GAAP reporting guidelines (as set out in Schedule 14.1.2).

The instructed audit firm shall send the Intangible Working Capital Accounts to the Parties within six (6) weeks after the Closing Date. To the extent that the Parties agree on the Intangible Working Capital Accounts within one (1) week after receipt of the Intangible Working Capital Accounts, the Intangible Working Capital Accounts become binding. To the extent that the Parties fail to reach an agreement on the Intangible Working Capital Accounts, each Party shall have the right to refer the matter to the Expert pursuant to the mechanism set out in Section 14.1 which shall apply mutatis mutandis. The results determined by the Expert shall become binding upon delivery of the expert opinion to the Parties. The Intangible Working Capital Accounts

If the volume of the net working capital in relation to the Sold Tangible Assets shown in the Binding Tangible Transfer Inventory exceeds a normalised volume of 37.75 kilotons or amounts to less than 37.75 kilotons, then the Purchase Price pursuant to Section 13 increases or is reduced by one (1) per kiloton of difference from the normalised volume of 37.75 kilotons multiplied by the latest available market price per kiloton at the time of Closing, as the case may be (the "Tangible WC Balance Amount"). In case of an increase of the Purchase Price, the Purchasers shall pay to the Sellers the Tangible WC Balance Amount within one (1) week after the Tangible Transfer Inventory has become binding in its entirety pursuant to Section 14.1. In case of a reduction of the Purchase Price, the Sellers shall – and the Sellers shall settle internally accordingly – pay to the Buyer the Tangible WC Balance Amount within one (1) week after the Tangible Transfer Inventory has become binding in its entirety pursuant to Section 14.1. In both cases, interest shall be paid on the Tangible WC Balance Amount as of the Closing Date at a rate of two (2) percentage points above the basis interest rate pursuant to section 247 BGB applicable at the time p.a.

If the value of the net working capital in relation to the Intangible Working Capital Accounts shown in the Binding Intangible Working Capital Accounts prepared as per the day immediately prior to the Closing Date, 24:00 hrs exceeds an amount of USD 47 million or amounts to less than USD 47 million, then the Purchase Price pursuant to Section 13 increases or is reduced by the amount of the difference as the case may be (the "Intangible WC Balance Amount"). In case of an increase of the Purchase Price due to the Binding Intangible Working Capital Accounts exceeding an amount of USD 47 million, the Purchasers shall pay to the Sellers the Intangible WC Balance Amount within one (1) week after the Intangible Working Capital Accounts has become binding in its entirety pursuant to Section 14.2. In case of a reduction of the Purchase Price due to the Binding Intangible Working Capital Accounts amounting to less than an amount of USD 47 million, the Sellers shall – and the Sellers shall settle internally accordingly – pay to the Purchasers the Intangible WC Balance Amount within one (1) week after the Intangible Working Capital Accounts has become binding in its entirety pursuant to Section 14.2. In both cases, interest shall be paid on the Intangible WC Balance Amount as of the Closing Date at a rate of two (2) percentage points above the basis interest rate pursuant to section 247 BGB applicable at the time p.a.

VAT AND OTHER TAXES

German VAT

The Parties are of the view that transactions, deliveries and services agreed and performed under this agreement by Seller 2, in particular the sale and transfer of the Business respectively the Seller 2 Business and hence the Sold Assets (including the Rubber Hereditary Building Right) respectively the Seller 2 Sold Assets constitute a transfer of a going concern (Geschäftsveräußerung im Ganzen) within the meaning of section 1 para 1a UStG and therefore, should not be subject to VAT-G. Notwithstanding any deviating decision of the Tax authorities (in which

Seller 2 declares that it is an entrepreneur (Unternehmer) within the meaning of section 2 UStG and that the sale and transfer of the Seller 2 Business and hence the Seller 2 Sold Assets respectively are part of its business activities. The Purchasers warrant that they each are an entrepreneur (Unternehmer) within the meaning of section 2 UStG and that the Business (including the Seller 2 Business) and hence the Sold Assets (including the Seller 2 Sold Assets) are being purchased as part of its business activities; the Purchasers warrant to continue the Business (including the Seller 2 Business) with the Sold Assets (including the Seller 2 Sold Assets).

In the past, Seller 2 has reclaimed from the Tax authorities any VAT-G charged for goods or services that were procured and intended for use by Seller 2's businesses as input VAT-G, and Seller 2 will continue to do so for the period up to the Closing Date. The Purchasers are aware that input VAT-G adjustment periods applicable to Seller 2 are in progress, will extend beyond the Closing Date and will be assumed and continued by the Purchasers in case of a transfer of a going concern, i.e. the Purchasers will take over the input VAT-G correction items and remaining adjustment periods pursuant to section 15a UStG applicable to Seller 2. Should the Tax authorities issue any notice amending the tax assessment as regards the input VAT-G deducted by Seller 2 under section 15a UStG in relation to the Seller 2 Sold Assets due to facts and circumstances prevailing prior to the Closing Date and should the Tax authorities hold the Purchasers liable in this regard, Seller 2 shall be obliged, between Seller 2 and the Purchasers (inter se), to indemnify the Purchasers against any input VAT-G correction amounts that may have to be paid to the Tax authorities. A respective payment claim shall be due and payable in accordance with Section 15.6.4 below. If and to the extent that any input VAT-G relating to periods prior to the Closing Date relating to the Seller 2 Sold Assets and, therefore, to the Seller 2 Business as well as any supplies or services received in relation thereto has not or not fully been claimed, but is subject to an adjustment relating to a VAT-G correction occurring after the Closing Date for the benefit of the Purchasers according to section 15a UStG, such correction claim shall be made for the account of Seller 2 and the Purchasers shall pay such positive input VAT-G correction amounts to Seller 2, unless such adjustment was triggered by the Purchasers due to a change of circumstances relevant for the input VAT-G treatment after the Closing Date.

Seller 2 agrees to provide the Purchasers with any information and documentation required for the implementation of an actual correction

As a precautionary measure (precautionary option for VAT-G in accordance with section 9.1 para 3 sentence 3 VAT-G Application Decree (Umsatzsteueranwendungserlass)), Seller 2 hereby waives the VAT-G exemption pursuant to section 4 no. 9 lit. a UStG and opts, pursuant to section 9 para 1 in conjunction with para 2 and 3 UStG, for VAT-G in relation to the sale and transfer of the Rubber Hereditary Building Right. Section 15.1.7 shall apply accordingly.

The Purchase Price (including the Rubber Hereditary Building Right Purchase Price) specified in this Agreement does not include VAT-G. If the sale and transfer of the Business and hence the Sold Assets or parts of it (e.g. for the Seller 2 Sold Assets) does not constitute a transfer of a going concern within the meaning of section 1 para 1a UStG, the sale and transfer of the Seller 2 Sold Assets or – if and to the extent sold, delivered or deemed delivered in Germany – any other Sold Assets forming part of the Transaction is subject to VAT; the Purchase Price to be paid to the Sellers in particular to Seller 2 shall be increased by statutory VAT (and any other comparable Tax in any other applicable jurisdiction) that may apply except where the relevant VAT would already be owed by the Purchasers under the reverse charge mechanism according to section 13b para 5 and para 2 no 3 UStG (e.g. in relation to the Rubber Hereditary Building Right) in which case such VAT shall be paid and settled by the Purchasers to the Tax authorities directly. If and to the extent any additional charges (e.g. the statutory interest in accordance with section 233a AO) will be assessed and charged to any Seller (including Seller 2), the Purchasers shall indemnify the relevant Seller (in particular Seller 2) for any amount of such charges.

In case and to the extent of a VAT able transaction, the Sellers agree to provide the Purchasers with due and proper invoices pursuant to sections 14 and 14a UStG, mentioning, to the extent applicable, the Purchasers’ liability to pay VAT (reverse-charge). Any VAT shown in the invoice of the relevant Seller to the Purchasers shall be due for payment no earlier than ten (10) Business Days after submission of the invoice. This Agreement does not constitute an invoice for VAT purposes.

The Purchasers indemnify the Sellers against ancillary charges, including interest, resulting from a treatment of the sale and transfer of the Business and/or the Sold Assets as a transaction subject to VAT.

The Parties are not required to submit or support any appeal against an appealable ruling or decision by the tax authorities that the sale and transfer made hereunder does in whole or in part not constitute a sale and transfer of a business as a whole.

Belgian VAT

The Parties consider that Belgian VAT should, in principle, not be applicable on the transactions contemplated by Seller 4 in this Agreement due to:

a sale of Seller 4's shares in TRS being exempt from Belgian VAT in accordance with the provisions of article 44, §4, 10° of the Belgian VAT Code; and

the transfer of the Transferred Contracts by Seller 4 to a non-Belgian Purchaser that qualifies as a VAT taxable person (i.e. a B2B transaction) being considered to take place for VAT purposes in the jurisdiction in which the relevant Purchaser is established in accordance with the provisions of article 21, §2 of the Belgian VAT Code; or

the transfer of the Transferred Contracts by Seller 4 to a Belgian Purchaser that qualifies as a VAT taxable person (i.e. a B2B transaction) or to a Belgian or non-Belgian Purchaser that does not qualify as a VAT taxable person (i.e. a B2C transaction), being considered to take place for VAT purposes in Belgium in accordance with the provisions of article 21, §2 and 21bis of the Belgian VAT Code, and the fair market value of the Transferred Contracts being USD 0; or

the transfer by Seller 4 of the shares in TRS together with the Transferred Contracts being exempt from Belgian VAT in accordance with the provisions of article 11 and 18, §3 of the Belgian VAT Code due to being considered as a sale and transfer of a business as a whole in going concern.

The Purchase Price or any other consideration paid or payable to Seller 4 in respect of a transfer specified in this Agreement does not include Belgian VAT. If the sale and transfer of the Seller 4 Sold Assets or – if and to the extent sold, delivered or deemed delivered in Belgium – any other Sold Assets forming part of the Transaction is subject to Belgian VAT, the Purchase Price to be paid to the Sellers, and in particular to Seller 4 shall be increased by statutory Belgian VAT that may apply except where the relevant VAT would already be owed by the Purchasers under the reverse charge mechanism in which case such VAT shall be paid and settled by the Purchasers to the Tax authorities directly.

In case and to the extent of a Belgian VAT taxable transaction, the Sellers agree to provide the Purchasers with due and proper invoices, mentioning, to the extent applicable, the Purchasers’ liability to pay VAT (reverse-charge). Any VAT shown in the invoice of the relevant Seller to the Purchasers shall be due for payment no earlier than ten (10) Business Days after submission of the invoice. This Agreement does not constitute an invoice for Belgian VAT purposes.

The Purchasers indemnify the Sellers against VAT and additional charges, including interest, resulting from a treatment of the sale and transfer of the Sold Assets as a transaction subject to Belgian VAT. If and to the extent any additional charges (e.g. interest, fines, increases, etc.) will be assessed and charged to any Seller (including Seller 4), the Purchasers shall indemnify the relevant Seller (in particular Seller 4) for any amount of such charges.

Swiss VAT

Seller 3, Seller 5 and the Purchaser 1 shall use their best efforts to ensure that the notification procedure pursuant to art. 38 of the Swiss VAT law applies to the transfer of the Business pursuant to this Agreement. At the time of the conclusion of this Agreement, the Swiss VAT number of Seller 3 is CHE-223.013.167 MWST and the Swiss VAT number of Seller 5 is CHE-114.496.932 MWST.

At Closing, Seller 3, Seller 5 and the Purchaser 1 shall complete all documents to be submitted under the Swiss VAT notification procedure. After execution of this Agreement, the Seller 3 and Seller 5 are obliged to duly and timely submit these documents to the Swiss Federal Tax Administration ("SFTA") and to provide the Purchaser 1 a copy of the submitted documents. The Seller 3 and Seller 5 are not obliged to provide the Purchaser 1 with documents or records of use (i.e. the Swiss VAT history and VAT treatment) of the subject matter of purchase or copies of invoices, paid or claimed Swiss input VAT in connection with the purchase object, calculations of Swiss input VAT adjustments or Swiss input VAT depreciations or similar documents and information.

If, notwithstanding such efforts mentioned above, any VAT is payable on the transfer of the Business or any part thereof under this Agreement, the relevant Seller shall, upon request, provide the relevant Purchaser with a Swiss VAT compliant invoice and the relevant Purchaser shall pay to the relevant Seller the VAT due in addition to the Purchase Price, i.e. the Purchase Price is to be understood as exclusive of any VAT. Any VAT which may be payable as a result of a change in the relevant Swiss input VAT recovery rate in respect of the subject matter of purchase shall be borne by the relevant Purchaser.

German Operational Taxes etc.

The Notary advised the Parties on section 75 AO, under which a purchaser taking over a business as a going concern is liable for any German operational taxes or German withholding taxes triggered by any act or occurrence in the period between the beginning of the calendar year prior to the takeover and the takeover itself. In the event that claims for Seller 2's Taxes are brought against the Purchasers by the Tax authorities under section 75 AO in relation to the Seller 2 Sold Assets and/or the Seller 2 Business, as the case may be, Seller 2 agrees to indemnify the Purchasers against any such Tax liabilities originally owed by Seller 2.

The Seller 2 further undertakes to indemnify the Purchasers with respect to any taxes under section 11 para 2 and section 12 German Real Estate Tax Act (Grundsteuergesetz, GrStG) related to the Original Hereditary Building Right and/or the Rubber Hereditary Building Right for the period up to the Closing Date, insofar as the Purchasers are held liable for such Taxes owed by Seller 2.

Swiss Operation Taxes

Seller 3 and Seller 5 hereby undertake to fully compensate and indemnify Purchasers for and against any secondary liability for all Swiss Taxes and Swiss Social Security Contributions primarily owed by Seller 3 and Seller 5 relating to any time period, or part of a time period, up to and including Closing or any event which occurred on or before Closing, to the extent such Taxes and Swiss Social Security Contributions have not been paid or are not accrued or provided for in the Closing Statement and deducted from the Purchase Price, including any secondary liability of the Purchasers (if any at all) in relation to

any liability for Swiss Taxes and Swiss Social Security Contributions arising out of any act, omission, event or transaction occurring during any period up to and including the Closing Date;

any liability for, or reduction of entitlement to refunds and credits of, Swiss Taxes and Swiss Social Security Contributions arising by reference to, as applicable, capital, equity, income, profits or gains earned, accrued or received during any period up to and including the Closing Date; and

any and all Swiss VAT payable by Seller 3 and Seller 5 as a consequence of joint liability due to Swiss VAT grouping relating to any periods ending prior to or on the Closing Date.

Miscellaneous

In the event that Taxes are claimed from the Purchasers by the Tax authorities and the Sellers have to indemnify the Purchasers for such Taxes, the Sellers agree to provide the Purchasers upon request with all Tax-related information relating to such Tax the Purchasers may require to build a defence against the Tax authorities. The Purchasers shall be required to raise and/or file any remedies (in particular appeals (Einspruch)) or make and/or file any applications (e.g. payment deferral (Aussetzung der Vollziehung)) against the respective tax assessment notice (Steuerbescheid oder Steuerfestsetzung) or liability assessment notice (Haftungsbescheid) if requested to do so by a Seller or if timely instructions cannot be obtained from the Sellers. The Purchasers shall conduct the defence in relation to such Tax or liability notices as lawfully instructed by the relevant Seller and in good faith and using all reasonable means and defences available to it. The Purchasers shall keep the Sellers timely informed of the development of any such Tax proceedings. The Purchasers shall not settle or compromise any such

Any external costs reasonably incurred by the Purchasers in relation to tax proceedings and its defence as requested by the Seller in accordance with this Section 15.6, shall be borne by the Sellers, provided prior to the Purchasers’ engagement of an external advisor the Sellers have been consulted and granted their approval in writing.

Any claims under this Section 15 shall become statute-barred six (6) months after the relevant Tax assessment notice or Tax liability notice has become unappealable final and binding (formelle und materielle Bestandskraft).

Unless provided for otherwise, claims under this Section 15 shall fall due three (3) Business Days prior to the due date of the Taxes payable to the tax authorities if and to the extent that the claims are based on a payment obligation to the Tax authorities, but no earlier than ten (10) Business Days after a copy of the underlying Tax assessment notice being submitted to the Party obliged to pay.

UNDERTAKING OF PURCHASER 1 AS GUARANTOR

BANK GUARANTEES

PAYMENT TERMS

The Purchasers shall pay any amounts payable by the Purchasers to the Sellers under this Agreement to the following bank account of Seller 1 or any other bank account communicated by the Sellers in writing at least five (5) Business Days prior to payment ("Sellers' Account"):

The Sellers shall pay any amounts payable by the Sellers to the Purchasers under this Agreement to the following bank account of the Purchaser 1 or any other bank account communicated by the Purchasers in writing at least five (5) Business Days prior to payment ("Purchaser's Account"):

If any payment under this Agreement falls due on a day which is not a Business Day, such payment will be payable on the next Business Day.

As for the timelines of payments under this Agreement, the day on which it is credited to the bank account of the respective Party is decisive.

All payments under this Agreement are to be made free of all Taxes, bank charges and other deductions by wire transfer of immediately available funds unless and to the extent any withholding tax or deduction is required by mandatory law in which case the payment shall be grossed up to leave the receiving party in the same position as if no withholding or deduction would have been required.

If and to the extent any payment under this Agreement is not made in full when due, the outstanding amount shall bear default interest at a rate of seven percent (7%) above the base rate pursuant to section 247 BGB per annum (calculated on a 360 days basis) from and including the date on which the amount was due and payable until (but excluding) the day of actual payment. The Parties retain the right to claim further default damages.

Payments from the Sellers to the Purchasers or a third party designated by the Purchasers that are made on the basis of this Agreement will be regarded as a reduction of the Purchase Price for Tax purposes and vice versa.

CONDITIONS PRECEDENT FOR CLOSING

Closing Conditions

The Parties shall effect the transfer of the Sold Assets in rem ("Closing") by performing, or procuring the performance of, the Closing Actions (as defined in Section 21.2) on the Closing Date (as defined in Section 21.1.1), subject to the following conditions precedent (aufschiebende Bedingungen) ("Closing Conditions"):

the written confirmation of the Competent Merger Control Authorities that the transaction set out in this Agreement may be lawfully consummated according to the respective merger control laws ("Merger Control Clearances");

written confirmation of Seller 4 that it has completed the processes provided for in the TRS SHA in respect of “Option Rights” of the non-selling shareholders of TRS (as defined in the TRS SHA) or any other purchase and/or preferential rights provided for in the TRS SHA and triggered by Seller 4's disposal of its shares in TRS, irrespective of the individual outcome, i.e. irrespective of whether the co-shareholders exercise their respective rights under the TRS SHA;

registration of the Original Hereditary Building Right in relation to the amendments no. 1-5 to the Original Hereditary Building Right in the relevant land register being effected, or in the event such registration has not been effected by the agreed Closing Date, the notary in charge of effecting registration of the Original Hereditary Building Right has issued an official confirmation (Notarbestätigung) that he is not aware of any circumstances that would prevent such registration, whereby the issuance of the tax clearance certificate (steuerliche Unbedenklichkeitsbescheinigung) shall not constitute such circumstance;

consent of Dow Olefinverbund GmbH in relation to the partition of the Original Hereditary Building Right and the sale and transfer of the Rubber Hereditary Building Right by signing or approving the Rubber Hereditary Building Right Agreement (Schedule 8.1) in the proper form;

registration of the Rubber Hereditary Building Right in the relevant land register being effected, or in the event such registration has not been effected by the agreed Closing Date, the notary in charge of effecting registration of the Rubber Hereditary Building Right has issued an official confirmation (Notarbestätigung) that he is not aware of any circumstances that would prevent such registration, whereby the issuance of the tax clearance certificate (steuerliche Unbedenklichkeitsbescheinigung) shall not constitute such circumstance.

The Parties shall notify each other in writing without undue delay (unverzüglich) of (i) any of the Closing Conditions having been fulfilled and/or (ii) the definitive (endgültig) failure of any of the Closing Conditions to be fulfilled. The Parties undertake vis-à-vis each other not

For the avoidance of doubt, the Parties acknowledge and agree that the Closing Conditions set out in this Section 19.1 shall be the only conditions to Closing, and no Party shall be entitled to refrain from taking the Closing Actions to be taken by it for any reason other than the non-satisfaction of the Closing Conditions or failure by the other Party to take the Closing Actions to be taken by it in accordance with Section 21.2.

Waiver of Closing Conditions

The Purchasers may (fully or partially) waive the Closing Conditions set out in Section 19.1.1(c) and 19.1.1(e), by giving written notice to the Sellers and the officiating notary.

To the extent legally permitted, the Parties may waive in writing any of the other Closing Conditions only jointly.

After the Closing Conditions pursuant to Sections 19.1.1(a), 19.1.1(b) and Section 19.1.1(d) being satisfied, upon request of the Sellers, the Purchasers shall waive the Closing Conditions pursuant to Sections 19.1.1(c) and 19.1.1(e). In this case Section 13.1.3 shall apply.

The effect of a waiver shall be limited to eliminating the need for the satisfaction of the Closing Condition with respect to Closing that was waived and shall not limit or in any way prejudice any claims either Party may have on the basis of any circumstances relating to the non-satisfaction of such Closing Condition, including rights to damages and specific performance.

ACTIONS PRIOR TO CLOSING / PRE-CLOSING COVENANTS

General

Migration Project

Ancillary Agreements

Assignment Agreement regarding the Assigned Site Services between Seller 2 and Purchaser 2;

Supply Agreement;

Services Agreement; and

lease agreement in relation to B60 in accordance with the key terms set forth in Schedule 8.1.

Conduct of Business

In General

Restricted Actions

sell, lease, license, transfer or otherwise dispose of any Sold Asset,

engage in any real property transactions, specifically the purchase, acquisition, encumbrance, sale or divestment of the Original Hereditary Building Right and/or the Rubber Hereditary Building Right unless set forth in Schedule 8.1 or with the Purchasers’ prior written consent,

grant, create or allow to be created any Lien over any of the Sold Assets or Transferred Contracts other than any Lien arising by operation of law exceeding USD 250,000,

other than in accordance with past practice terminate or amend any Transferred Contract,

other than in accordance with past practice enter into any enterprise agreement within the meaning of Sections 291 and 292 AktG or comparable agreements under other jurisdictions impacting the Transaction or the Business;

other than in accordance with past practice enter into any contract with liabilities attached to the Sellers exceeding USD 500,000,

other than in accordance with past practice other than in accordance with existing agreements or other than in accordance with past practice, amend, waive or cancel any material right under any employment contract with any Transferred Employee or Individually Transferred Employee or terminate any employment contract with any Transferred Employee or Individually Transferred Employee other than for cause,

enter into an employment or similar contract with any person with an annual gross base salary in excess of USD 150,000, and, in the event such employment or similar contract shall be concluded as consequence of the exercise of the Right to Replacement, the gross base salary of the replaced employee, respectively,

enter into a works council agreement, collective bargaining agreement or similar agreement with any employee representative body, including, but not limited to, works councils and unions,

grant (or commit to grant) any increase in the compensation (including incentive or bonus compensation) of any Transferred Employees or Individually Transferred Employee, other than one-time retention bonus payments solely made in relation to the consummation of the Transaction or any increase of compensation in the ordinary course of business (regular salary increase) or based on collective agreements or other agreements existing prior to the Signing Date,

take any measures pursuant to the German Reorganisation Act (Umwandlungsgesetz),

abandon, or permit to expire or be cancelled, any of the patents, patent applications, trademark registrations or applications, or included in the Sold Intellectual Property Rights, or otherwise fail to make any payment when due for the filing, issue, registration, renewal, maintenance or other official registry fees for such Sold Intellectual Property Rights,

agree, whether or not in writing, to do any of the foregoing.

Supply/customer contracts

Insurance Coverage

The Sellers shall ensure that the Business remains insured until the Closing Date in substantially the same manner as it is insured on the Signing Date and that all premiums due under such insurance policies are duly and timely paid.

The Purchasers are aware that in principle from the expiry of the Closing Date, the Business covered by group insurance programs entered into by the Sellers will cease to be insured under such programs, it being

Release of Collateral over Sold Assets

Notification to the Belgian Tax Authorities

Seller 4 shall indemnify and defend the Purchasers for and against any claims made by the competent Tax authorities against the Purchasers as purchaser of the Assets pursuant to Article 50 of the Belgian Code on the recovery of tax and non-tax receivables, Article 41quinquies of the Belgian Act of 27 June 1969 revising the Act of 28 December 1944 concerning the employees' social security scheme, Article 16ter of the Belgian Royal Decree No. 38 of 27 July 1967 on the social status of self-employed persons, and Article 3.12.1.0.14 of the Flemish Tax Code (including for any Losses incurred by the Purchasers in connect with such claims).

The indemnification obligations of Seller 4 under Section 20.7.1 shall not apply to the extent that i) Seller 4 has provided the Purchasers on the Closing Date with certificates in accordance with, respectively, Article 50 of the Belgian Code on the recovery of tax and non-tax receivables, Article 41quinquies of the Belgian Act of 27 June 1969 revising the Act of 28 December 1944 concerning the employees' social security scheme, Article 16ter of the Belgian Royal Decree No. 38 of 27 July 1967 on the social status of self-employed persons, and Article 3.12.1.0.14 of the Flemish Tax Code, not having a date of more than twenty-five (25) Business Days prior to the Closing Date (the "Tax Certificates") and ii) Seller 4 has notified a duly certified copy of this agreement together with the Tax Certificates (which may not have a date of more than thirty (30) Business Days prior to the date of such notification) to the competent Tax authorities in accordance with Article 50 of the Belgian Code on the

Within five (5) Business Days from the date of this Agreement, Seller 4 shall notify a duly certified copy of this Agreement together with the Tax Certificates (which may not have a date of more than thirty (30) Business Days prior to the date of such notification) to the competent Tax authorities in accordance with Article 50 of the Belgian Code on the recovery of tax and non-tax receivables, Article 41quinquies of the Belgian Act of 27 June 1969 revising the Act of 28 December 1944 concerning the employees' social security scheme, Article 16ter of the Belgian Royal Decree No. 38 of 27 July 1967 on the social status of self-employed persons, and Article 3.12.1.0.14 of the Flemish Tax Code.

CLOSING

Closing Date

The Parties shall consummate in rem (dinglich vollziehen) the legal transactions stipulated in this Agreement on the last Business Day of the month in which the day falls on which all of the Closing Conditions are satisfied or, where permitted, waived or any other day as agreed in writing or by email between the Parties. If the date on which all of the Closing Conditions are satisfied or, where permitted, waived is less than ten (10) Business Days away from the last Business Day of such month, Closing shall occur on the last Business Day of the following month. The date on which the Closing is supposed to occur in accordance with the foregoing sentence is hereinafter referred to as the "Scheduled Closing Date" and the date on which the Closing actually takes place, shall be referred to as the "Closing Date".

The Closing shall take place in the offices of Clifford Chance Partnerschaft mit beschränkter Berufshaftung in Frankfurt am Main at 10:00 hrs CET, unless the Parties agree in writing or by email on a different time, date or location.

Closing Actions

Sellers shall provide the signed bring down declaration substantially in the form as set out in Schedule 21.2.1.

The relevant Seller and the relevant Purchaser shall deliver to each other copies of the following duly executed agreements:

the Supply Agreement, in the form as attached hereto in Schedule 11.2; and

the Services Agreement, in the form as attached hereto in Schedule 11.3;

the lease agreement in relation to B60 in accordance with the key terms set forth in Schedule 8.1.

The relevant Seller shall deliver (in physical or electronic form, as applicable) to the relevant Purchaser:

list of Sold Tangible Assets as set out in Schedule 5.1, updated as per the Closing Date;

originals or copies of the Transferred Contracts;

the employee records of the Transferred Employees as further set out in Section 12.14;

the Business Records and all other documents, files and data referred to in Section 5.1.2;

the documents, files and data (including the recipes) listed in Schedule 7.1;

list of Transferred Employees and Individually Transferred Employees of Seller 2, Seller 3 and relevant Affiliates to be transferred as set out in Schedule 12.1 and Schedule 12.2, each updated as per the Closing Date;

the conclusion of the ROI and SP pursuant to Section 12.9;

written confirmation that the respective Sellers have taken all necessary steps as set out in Schedule 20.2 to implement the IT transition;

a copy of the confirmation by or on behalf of the relevant financing bank (or similar release documentation) that all collateral provided by the relevant Sellers in relation to the Sold Assets has been fully released or will be fully released upon receipt of the Purchase Price by the Sellers (the "Bank Release Letter"); and

such other documents, instruments and transfer agreements, including notarial and other deeds, as the Purchasers may have reasonably requested prior to the Closing Date for the purpose of consummating the transaction contemplated by this Agreement.

The relevant Sellers shall transfer to the relevant Purchaser with effect as of the Closing Date all Sold Tangible Assets and all Sold Intellectual Property Rights in accordance with the transfer and assignment declarations substantially in the form as attached hereto in

To the extent these were physically provided to the Sellers, the Sellers shall show to the Purchasers the originals of the Bank Guarantees ("Original Bank Guarantees").

The Purchasers shall:

pay the Purchase Price in accordance with Section 13.1 (in the case of Section 13.1.3, the Purchase Price minus the Retained Amount) into the Sellers' Account, whereas Purchaser 1 shall be entitled to pay the Purchase Price (in the case of Section 13.1.3, the Purchase Price minus the Retained Amount) for the account of the Purchasers to Sellers; and

take the necessary steps to accept the transfer of the Sold Tangible Assets.

The Sellers shall deliver the Original Bank Guarantees to the Purchasers or, to the extent the Bank Guarantees were delivered to the Sellers via authenticated SWIFT message, the Sellers shall return them to the Purchasers via authenticated SWIFT message.

Further Declarations and Actions

Closing Memorandum