Agreement for the sale and purchase of Tizir Titanium & Iron AS, dated as of May 14, 2020, by and between Tronox Holdings plc, Tronox Titanium Holdings AS, Tizir Limited and Eramet S.A

TIZIR LIMITED, a company incorporated in England and Wales (registered no. 07727671), whose registered office is at Suite 1, 3^rd Floor, 11-12 St James’ Square, London SW1Y 4LB (the “Seller”);

ERAMET S.A., a société anonyme duly organized and validly existing under the laws of France having its registered office at 10 Boulevard de Grenelle CS 63205 75015 Paris, France and registered at the Trade and Company Register under the number 632 045 381 (the “Seller’s Guarantor”),

TRONOX TITANIUM HOLDINGS AS, a company incorporated in Norway (registered no. 924 443 952), whose registered office is at c/o Fred A Litsheim, Wikborg Rein Advokatfirma AS, Dronning Mauds gate 11, NO-0250 Oslo (the “Buyer”); and

TRONOX HOLDINGS PLC, a company incorporated in England and Wales (registered no. 11653089), whose registered office is at Laporte Road, Stallingborough, Grimsby, North East Lincolnshire, England, DN40 2PR (the “Buyer’s Guarantor”),

In this Agreement:

the Base Consideration; plus

the Additional Consideration; plus

the Reverse Leakage (if any);

land, including surface land, sub surface strata, sea bed and river bed under water (as defined in paragraph (b) below) and natural and man made structures;

water, including coastal and inland waters, surface waters, ground waters and water in drains and sewers;

air, including air inside buildings and in other natural and man made structures above or below ground; and

any and all living organisms or systems supported by those media, including, without limitation, humans;

pollution or contamination of the Environment;

the generation, manufacture, processing, handling, storage, distribution, use, treatment, removal, transport, presence, disposal, release, spillage, deposit or discharge of Hazardous Substances;

the exposure of any person or other living organism to Hazardous Substances;

the creation of any noise, vibration, radiation, common law or statutory nuisance or other damage to, or material adverse impact on, the Environment; or

the emission of Greenhouse Gases, or energy use or supply associated with, or deriving from, any such emission;

agreement concerning the purchase of industrial gases between Eramet Norway S.A., the Company, and Yara Paxair AS dated 10 January 2013;

service agreement between Eramet Norway and Leco Corporation Svenska AB dated 1 October 2017;

agreement between Eramet Norway AS, the Company, and Hardanger Miljosenter dated 27 February 2018;

agreement between Eramet Norway AS, the Company, and Goodtech AS dated 20 August 2019

agreement between Eramet Norway AS and Reber Schindler Hels AS dated 1 March 2012;

agreement between Eramet Norway AS and Ruukki Norge AS dated 9 July 2013; and

Agreement between Eramet Norway AS, the Company, and Tools AS dated 12 December 2019;

directly resulting from any epidemic, pandemic or disease outbreak (including the ongoing COVID-19 virus notwithstanding the fact the COVID-19 outbreak arose before the date of this Agreement (a “COVID-19 Event”); or

resulting from an event or a series of related events after the date of this Agreement,

in relation to the Condition at clause 4.1.1, the Norwegian Ministry of Petroleum and Energy;

in relation to the Condition at clause 4.1.2, the German Federal Cartel Office;

any form of taxation, levy, duty, charge, contribution (including social security contribution), withholding or impost, in each case in the nature of tax, whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or otherwise, in each case wherever, whenever and upon whomever imposed; and

any fine, penalty, surcharge or interest related to any of the foregoing;

In this Agreement, a reference to:

(i) a “subsidiary” or “holding company” is to be construed in accordance with section 1159 (and Schedule 6) of the Act and for the purposes of this definition, a person shall be treated as a member of another person if any of that person’s subsidiaries is a member of that other person, or if any shares in that other person are held by a person acting on behalf of it or any of its subsidiaries; (ii) a “subsidiary undertaking” or “parent undertaking” is to be construed in accordance with section 1162 (and Schedule 7) of the Companies Act 2006; and (iii) a “group undertaking” shall be construed in accordance with section 1161(5) (and Schedule 6) of the Act. A subsidiary and a subsidiary undertaking shall include any person the shares or ownership interests in which are subject to security and where the legal title to the shares or ownership interests so secured is registered in the name of the secured party or its nominee pursuant to such security;

liability under, pursuant to or arising out of (or any analogous expression) any agreement, contract, deed or other instrument includes a reference to contingent liability under, pursuant to or arising out of (or any analogous expression) that agreement, contract, deed or other instrument;

a party being liable to another party, or to liability, includes, but is not limited to, any liability in equity, contract or tort (including negligence) or under the Misrepresentation Act 1967;

a statutory provision includes a reference to the statutory provision as modified or re‑enacted or both from time to time before the date of this Agreement and any subordinate legislation made under the statutory provision (as so modified or re‑enacted) before the date of this Agreement;

a “person” includes a reference to any individual, firm, company, corporation or other body corporate, government, state or agency of a state or any joint venture, association or partnership, works council or employee representative body (whether or not having separate legal personality);

a person includes a reference to that person’s legal personal representatives, successors and permitted assigns;

a “party” includes a reference to that party’s successors and permitted assigns;

a clause, Schedule, or paragraph unless the context otherwise requires, is a reference to a clause of, schedule to or paragraph of a Schedule to, this Agreement;

any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term and to any English statute shall be construed so as to include equivalent or analogous laws of any other jurisdiction; and

times of the day is to London time.

The ejusdem generis principle of construction shall not apply to this Agreement. Accordingly, general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words. Any phrase introduced by the terms “other”, “including”, “include” and “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

Where it is necessary for the purposes of clause 6 or Schedule 4 to determine whether a monetary limit or amount set out in this Agreement has been reached or exceeded and the value of the relevant Leakage or Permitted Leakage is expressed in a currency other than $, the value of such Leakage or Permitted Leakage shall be translated into $ at the closing spot rate on the date the relevant Leakage or Permitted Leakage occurs.

The headings in this Agreement do not affect the interpretation of this Agreement.

Subject to satisfaction of the Conditions, the Seller agrees to sell with full title guarantee and the Buyer agrees to buy the Shares and each right attaching to the Shares at or after Completion, free of any Encumbrance.

The Seller waives all rights of pre‑emption and other restrictions on transfer over the Shares so as to permit the sale and purchase of the Shares in accordance with this Agreement.

The purchase price for the Shares shall be an amount equal to the Consideration Amount.

The Buyer Guarantor represents that it shall pay the Escrow Payment in immediately available funds, on the date of this Agreement or, if later, on the opening of the Escrow Account, into the Escrow Account and shall increase the amount in the Escrow Account as required by the definition of Escrow Payment in this Agreement. The Parties acknowledge and agree that the Escrow Payment shall be released by the Escrow Agent from the Escrow Account:

to the Seller, in accordance with the Escrow Terms, if:

Completion occurs in accordance with the terms set out in this Agreement; or

Completion does not occur:

as a result of this Agreement terminating pursuant to (A) clause 4.10.1, due to a failure to satisfy the Conditions set out in clauses 4.1.2 or 4.1.3 by the Condition Satisfaction Date, or (B) clause 4.10.2; or

subject to Conditions having been satisfied (or waived in accordance with clause 4.2), as a result of a breach by the Buyer of its obligations under clause 7.3 of this Agreement,

to the Buyer’s Guarantor in accordance with the Escrow Terms if Completion does not occur as a result of a breach by the Seller of its obligations under clause 7.3 of this Agreement or as a result of any of the Conditions in clauses 4.1.1, 4.1.4, 4.1.5 or 4.1.6 not being satisfied (or waived by the Buyer in accordance with clause 4.2) by the Condition Satisfaction Date (the “Buyer Escrow Release Event”).

Completion is conditional on the following conditions being satisfied (or waived in accordance with clause 4.2):

consents from the Norwegian Ministry of Petroleum and Energy and the board of directors of Aktieselskabet Tyssefaldene, pursuant to sections 23 and 28 of the Licensing of Watercourses Act 1917 (as amended in 2017), are obtained by the Buyer to purchase the Shares from the Seller, as required in relation to the right held by Aktieselskabet Tyssefaldene to rent Tysso II from Statkraft;

the prohibition on closing contained in s.41(1) sentence 1 of the German Act against Restraints of Competition (ARC) being lifted, including as a result of the German Federal Cartel Office:

failing to inform the Parties, within the time period provided for in s.40(1) sentence 1 ARC that it intends to initiate an in-depth investigation of the Transaction (under s.40(2) ARC);

after receipt of a complete notification (s.40(1) sentence 1 ARC), approving the Transaction by informing the Parties in writing that the preconditions for prohibition in s.36(1) ARC are not met and that it therefore does not intend to initiate an in-depth investigation of the Transaction under s.40(2) ARC;

failing to prohibit the Transaction, following the initiation of an in-depth investigation, within the time period provided for in s.40(2) sentence 2 ARC from receipt of a complete notification, or within any period extended under Section 40(2), sentence 4, no 1, and/or Section 40(2) sentence 5,6 or 7 ARC; or

approving the Transaction pursuant to s.40(2) sentence 1 ARC following an in-depth investigation by informing the Parties in writing that the preconditions for prohibition in s.36(1) ARC are not met subject to remedies, undertakings, commitments, or any other amendments the German Federal Cartel Office may have requested and to which the Buyer has agreed in accordance with clause 4.4;

no Proceedings that could restrain, prohibit, declare illegal, or otherwise challenge or interfere, obtain relief or impose conditions or remedies in connection with the transactions contemplated by this Agreement having been instituted, threatened or required by any Authority or private party (and not withdrawn, closed, or settled), nor there coming into force any Applicable Law having the same result; and

any relevant mandatory clearance, approval, notice, consent or other authorization by an Authority (other than those described in 4.1.1) having been received;

subject to clause 12.2, each of the Fundamental Warranties (except those set out in paragraph 2.1.2, 2.1.3 and 2.1.4 of Schedule 5) being accurate in all material respects immediately prior to Completion by reference to the facts and circumstances subsisting at the Completion Date (on the basis that any reference in such Warranties, whether express or implied, to the date of this Agreement is substituted by a reference to the Completion Date);

since the date of this Agreement, no Material Adverse Effect having occurred and having been notified by the Buyer to the Seller; and

satisfaction of the matters described in Schedule 8 prior to the Condition Satisfaction Date.

The Conditions set out in clauses 4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.5 and 4.1.6 are for the benefit of the Buyer and, without prejudice to any other right or remedy available to it (if any) and subject always to its obligations under clause 5, the Buyer may in its absolute discretion waive any of the Conditions set out in clauses 4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.5 and 4.1.6 either in whole or in part by notice in writing to the Seller.

The Seller shall, as soon as reasonably practicable following the date of this Agreement, enable representatives of Buyer to make an inspection as provided in Schedule 8 in connection with the satisfaction of the Condition set out in clause 4.1.6.

The Buyer shall use reasonable endeavours to procure that the Conditions set out in clauses 4.1.2 and 4.1.3 are satisfied as soon as reasonably practicable and, in any event, by no later than the  Condition Satisfaction Date, including making all draft filings, submissions or notifications that are necessary or desirable to obtain the clearance or approval by any Relevant Authority or Authority referred to in clauses 4.1.2 and 4.1.3 as soon as reasonably practicable and, to the extent necessary in order to satisfy clauses 4.1.2 and 4.1.3, entering into a settlement, undertaking, consent decree, agreement or commitment with any Authority or Relevant Authority, provided that this shall not require the Buyer to agree to or commit to the sale or disposition of any assets, properties or businesses of the Buyer’s Group or the Company.

Each of the Buyer and the Seller shall use their best endeavours to procure that the Condition set out in clause 4.1.1 is satisfied as soon as reasonably practicable and, in any event, by no later than the Condition Satisfaction Date, which shall require the Buyer and the Seller to make all draft filings, submissions or notifications that are necessary or desirable to satisfy the Condition set out in clause 4.1.1 and (in respect of the Seller) procuring the passing of resolutions by the board of directors of each of the Company and Aktieselskabet Tyssefaldene consenting to the transactions contemplated in this Agreement and (in the case of the Buyer) filing an application for an acquisition license for the indirect transfer of shares in Aktieselskabet Tyssefaldene with the Norwegian Ministry of Petroleum and Energy along with all necessary attachments and exhibits, in each case as soon as reasonably practicable and, to the extent necessary in order to satisfy clause 4.1.1.

For the purposes of the Conditions in clauses 4.1.1, 4.1.2 and 4.1.3, each of the Buyer and the Seller shall, to the extent permitted by law and practicable:

inform the other party in advance of any material communication (whether written or oral) it proposes to make or submit to any Relevant Authority or Authority in connection with this Agreement;

provide the Seller (in the case of the Buyer) or the Buyer (in the case of the Seller) with reasonable advance notice of all meetings and material telephone calls with any Relevant Authority or Authority in connection with this agreement and give the Seller (in the case of the Buyer) or the Buyer (in the case of the Seller) a reasonable opportunity to participate in them (except to the disclosure of material which the disclosing party considers to contain business secrets or other confidential material or to the extent that a Relevant Authority or Authority expressly requests that the Seller or the Buyer, as the case may be, should not be present at the meeting or telephone call or any part of the meeting or telephone call);

provide the Seller (in the case of the Buyer) or the Buyer (in the case of the Seller) with drafts of all material communications intended to be sent to any Relevant Authority or Authority in connection with this Agreement, give the Seller (in the case of the Buyer) or the Buyer (in the case of the Seller) a reasonable opportunity to comment on them, have regard to any such comments that may be made and provide the Seller (in the case of the Buyer) or the Buyer (in the case of the Seller) with final copies of all such communications (except that in relation to all disclosure under this clause 4.6, business secrets and other confidential material may be redacted so long as the disclosing party acts reasonably in identifying such material for redaction). The Seller shall not send any material communication to a Relevant Authority or Authority unless the Buyer has first given its agreement, such agreement not to be unreasonably withheld and subject always to its obligations under clause 4.5; and

promptly deal with all requests and enquiries from any Relevant Authority or Authority in connection with satisfying any Condition and promptly provide all information required by any Relevant Authority or Authority in connection with satisfying any Condition.

If, at any time, the Buyer becomes aware of a fact or circumstance that is reasonably likely to prevent any Condition from being satisfied, it shall inform the Seller of the matter as soon as reasonably practicable and keep the Seller apprised of the status of such matter.

The Seller shall, to the extent reasonably practicable in a timely fashion, provide the Buyer with such necessary information, assistance and administrative co-operation (including, for the avoidance of doubt, making available, on reasonable notice, such appropriate employees of the Company and Seller to attend meetings with the relevant party or such Relevant Authority or Authority and providing such documents, correspondence and other information necessary to respond to requests for information by a Relevant Authority or Authority) as is reasonably requested by the Buyer.

For the avoidance of doubt, any and all filing or notification fees under this clause 4 shall be for the sole account of the Buyer.

This Agreement shall automatically terminate with immediate effect:

if the Conditions have not been satisfied or waived in accordance with clause 4.2 by 11.59 p.m. on the Condition Satisfaction Date; or

upon delivery of a notice to the Seller by the Buyer that in the Buyer’s reasonable opinion, having used reasonable endeavours as required by clause 4.4, the Conditions set out in clauses 4.1.2 or 4.1.3 have become incapable of being fulfilled by the Condition Satisfaction Date.

If this Agreement terminates pursuant to (a) clause 4.10.1 due to a failure to satisfy the Conditions set out in clauses 4.1.2 or 4.1.3, or (b) clause 4.10.2, the Escrow Payment shall be payable to the Seller in accordance with clause 3.2.1(b). Each of the Parties acknowledges and agrees that:

the agreements in this clause 4.11 are an integral part of this Agreement and the transactions contemplated hereunder

the Escrow Payment pursuant to clause 3.2.1(b) is:

proportionate to the legitimate interest of the Seller in the enforcement of the Buyer’s primary obligations pursuant to this Agreement;

not a penalty; and

reasonable;

without the agreements contained in this clause 4.11, the Parties would not enter into this Agreement; and

notwithstanding anything to the contrary in this Agreement, the payment of the Escrow Payment to the Seller pursuant to clause 3.2.1(b) is an exclusive remedy of the Seller and to the exclusion of any other damages, compensation or other remedy to which the Seller may otherwise be entitled in connection with the matters which triggered the payment of the Escrow Payment.

Each Party’s further rights and obligations cease immediately on termination other than in respect of the Surviving Provisions, but termination does not affect a Party’s accrued rights and obligations at the date of termination.

Subject to clause 5.2, in the event that the Buyer waives a Condition set out in clauses 4.1.2 or 4.1.3 and Completion occurs, the Buyer agrees to indemnify the Seller in respect of any and all Losses (and regardless of the jurisdiction in which such Loss is suffered or incurred), as incurred, if such Losses arise out of, or are attributable to, the waiver by the Buyer of a Condition set out in clauses 4.1.2 or 4.1.3, provided that no claim under this clause 5.1 may be made unless notice of such claim has been given by the Seller to the Buyer on or before the date falling two years after the Completion Date.

The indemnity contained in clause 5.1 shall not apply to any Losses if and to the extent that the Buyer seeks prior written consent from the Seller to waive a Condition set out in clauses 4.1.2 or 4.1.3 and the Seller provides its written consent to the Condition being waived (such consent not to be unreasonably withheld).

The Seller shall, as soon as reasonably practicable, give notice to the Buyer of any claim in respect of which indemnification may be sought under clause 5.1, and provide the Buyer with such information and assistance as the Buyer may reasonably require in connection with the preparation for and conduct of any proceedings and/or negotiations relating to the claim, provided that to do so would not, in the Seller’s view, be prejudicial to it or to any obligation of confidentiality (provided that the Seller will, so far as reasonably practicable in the circumstances, use its reasonable endeavours to seek consent to disclosure where any such obligation of confidentiality is owed) or other legal or regulatory obligation which the Seller owes to any third party or to any regulatory request that has been made of it, but failure to so notify or failure to provide adequate information to the Buyer shall not relieve the Buyer from any liability in connection with the relevant claim under clause 5.1 but shall be taken into account in calculating the liability of the Buyer in connection with such claim to the extent that such liability is increased by such failure.

In circumstances where both the Buyer and the Seller are a party to a claim notified under clause 5.3 and without prejudice to clause 5.1, the Buyer shall, with the prior written consent of the Seller, have the power to settle or compromise or consent to the entry of any judgment with respect to any claim in respect of which indemnification could be sought under clause 5.1 provided such settlement, compromise or consent:

includes an express, complete and unconditional release of the Seller from all liability arising out of such claim; and

does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Seller.

The Seller shall have full conduct in respect of any litigation or regulatory investigation or enforcement action in relation to the conduct of a claim notified under clause 5.3 but shall, to the extent reasonably practicable (and subject always to any legal or regulatory obligation preventing disclosure of the subject matter of the claim) consult with and take into account the Buyer’s views, request and suggestions in respect of the conduct of such claim. To the extent that a claim under the indemnity contained in clause 5.1 is based upon a liability of the Seller which is a contingent liability for a monetary amount, the Buyer shall not be liable to make a payment to the Seller in respect thereof unless and until such time as the contingent liability becomes an actual liability. Nothing in the preceding sentence (or this clause 5 more generally) shall be taken as limiting the Buyer’s obligation to pay for legal costs and expenses reasonably and properly incurred by the Seller in connection with any claim under the indemnity contained in clause 5.1, whether for a monetary amount or not.

The provisions of this clause 5 will remain in full force and effect notwithstanding the completion of all matters and arrangements referred to in or contemplated by this Agreement.

The Buyer shall not be liable for a claim under the indemnity contained in clause 5.1 to the extent that the matter giving rise to the claim under the indemnity contained in clause 5.1:

would not have arisen but for a voluntary Event on or after Completion by the Seller otherwise than to the extent required by law or by any contract entered into prior to Completion; or

would not have arisen but for the passing of, or a change in, a law, rule, regulation, interpretation of the law or administrative practice of a government, governmental department, agency or regulatory body after the date of the relevant waiver not actually or prospectively in force at the date of such waiver.

The Seller is not entitled to recover more than once in respect of the same claim under the indemnity contained in clause 5.1.

The Seller covenants and undertakes to the Buyer that in the period from (and excluding) the Locked Box Date up to (and including) Completion (save to the extent comprising Permitted Leakage):

no dividend or other distribution of profits or assets has been or will be declared, paid or made by any Group Company to or for the benefit of the Seller or any Relevant Connected Person;

no Shares held by the Seller have been or will be redeemed or repurchased;

no payments have been or will be made by or on behalf of a Group Company to or for the benefit of the Seller or any Relevant Connected Person;

no amounts owed to a Group Company by the Seller or any Relevant Connected Person have been or will be waived or forgiven;

other than in connection with any intra-group trading carried out in the ordinary and usual course of business at arm’s length terms, no assets have been or will be transferred by a Group Company to the Seller or any Relevant Connected Person;

other than in connection with any intra-group trading carried out in the ordinary and usual course of business at arm’s length terms, no liabilities have been or will be assumed or incurred (or any indemnity given in respect thereof) by a Group Company for the benefit of the Seller or any Relevant Connected Person;

no Encumbrance has been or will be created over any of the assets of any Group Company in favour of or for the benefit of the Seller or any Relevant Connected Person;

no management, monitoring or other shareholder or directors’ fees, severance payments, transaction or other bonuses, other compensation or payments of a similar nature have been or will be paid by or on behalf of a Group Company to or for the benefit of the Seller or any Relevant Connected Person;

no costs or expenses of the Seller or any Relevant Connected Person relating to the negotiation, execution or consummation of this Agreement or the sale of the Shares have been or will be paid or incurred, by or on behalf of any Group Company to or on behalf of the Seller or any Relevant Connected Person;

neither the Seller nor any Relevant Connected Person have agreed or committed or will agree or commit to do any of the things set out in clauses 6.1.1 to 6.1.9 (inclusive) above; and

no Tax or amount on account or in respect of Tax (excluding any such Tax or amount which is recoverable by repayment or credit) will be paid or incurred by any Group Company in respect of, by reference to or in consequence of any of the matters referred to clauses 6.1.1 to 6.1.10 (inclusive) above,

Prior to Completion, the Seller shall notify the Buyer in writing as soon as practicable if the Seller becomes aware of a payment or transaction:

which constitutes or which will constitute, if made, a breach of clause 6.1 and an amount equal to such Leakage shall be deducted from the Consideration Amount in accordance with clause 7.3.2; or

which constitutes or which will constitute Reverse Leakage.

Following Completion the Seller shall on demand by the Buyer pay to the Buyer an amount equal to any Leakage to the extent such Leakage has not been deducted from the Consideration Amount pursuant to clause 6.2.1. Following Completion, a claim under this clause 6.3 shall be the sole remedy available to the Buyer arising (directly or indirectly) from a breach of clause 6.1.

The Seller shall not be liable to make a payment under clause 6.3 unless the Buyer has notified the Seller in writing of the claim stating in reasonable detail the nature of the breach and, if practicable, the amount claimed, on or before the date falling nine months after Completion. For the avoidance of doubt, the Seller shall not be liable in respect of any claim under clause 6.3 prior to Completion.

Nothing in clause 6.4 shall have the effect of limiting, restricting or excluding any liability arising as a result of any fraud.

Completion shall take place at the offices of the Sellers’ Solicitors on the Completion Date or such other place as agreed between the Buyer and the Seller.

No later than 5 p.m. on the day that is ten Business Days prior to Completion, the Seller shall provide the Buyer with:

a notice setting out: (i) the amounts comprising the Consideration Amount; and (ii) any Leakage pursuant to clause 6.2; and

such supporting information and documentation as is reasonably necessary for the Buyer to review the calculation of the Leakage set out in the notice provided pursuant to clause 7.2.1.

At Completion:

the Seller and the Buyer shall deliver, or procure the delivery of, the Escrow Letter to the Escrow Agent authorising release of the Escrow Payment to the Seller;

the Buyer shall pay an amount equal to the Consideration Amount (less (i) the Leakage notified by the Seller and deducted from the Consideration Amount pursuant to clause 6.2 and (ii) the amount of the Escrow Payment) by transfer of immediately available funds for same day value to the Seller’s Account; and

the Seller and the Buyer shall do all things respectively required of each of them at Completion under clause 2, this clause 7 and Schedule 2.

The receipt of the Consideration Amount (less (i) the amount of the Leakage deducted from the Consideration Amount pursuant to clause 6.2 and (ii) the amount of the Escrow Payment) in the Seller’s Account in accordance with clause 7.3 shall constitute good and absolute discharge for the Buyer of its obligations to pay such amount and the Buyer shall not be responsible for the distribution of such amount.

A Party shall not be obliged to complete this Agreement unless:

the other Party complies with all its obligations (as the case may be) under clause 2, this clause 7 and Schedule 2; and

the sale and purchase of all the Shares is completed simultaneously.

If Completion does not take place on the Completion Date because any Party fails in any respect to comply with any of its obligations under clause 2, this clause 7 and Schedule 2 (whether or not such failure to comply would amount to a repudiatory breach at common law), the Buyer (in the case of such a failure by the Seller) or the Seller (in the case of such a failure by the Buyer) may by notice to the other Party elect to:

proceed to Completion to the extent reasonably practicable (without limiting the rights under this Agreement of the Buyer, or as the case may be, the Seller);

postpone Completion to a date not more than 10 Business Days after the Completion Date; or

terminate this Agreement.

If Completion is postponed to another date in accordance with clause 7.6.2, the provisions of this Agreement apply as if that other date is the Completion Date.

If this Agreement is terminated pursuant to clause 7.6.3:

the Seller (in the case of such a failure by the Buyer) and the Buyer (in the case of such a failure by the Seller) are respectively entitled to all remedies available at law for breach of contract; and

each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination or its rights and obligations arising as a result of termination.

Each of the Buyer, the Buyer’s Guarantor, the Seller and the Seller’s Guarantor agree that money in the Escrow Account shall only be used in accordance with clause 3.2, this clause 8 and the Escrow Agreement. Each of the Buyer, the Buyer’s Guarantor, the Seller and the Seller’s Guarantor shall ensure that rights to the Escrow Account remain free from any Encumbrance, set off or counterclaim except as referred to in clause 24.7 (General).

All costs and charges payable to the Escrow Agent in relation to the Escrow Account are to the account of and shall be payable solely by the Seller’s Guarantor.

The Seller’s Guarantor and the Buyer’s Guarantor shall within two Business Days of the occurrence of a Seller Escrow Release Event or a Buyer Escrow Release Event, as the case may be, jointly instruct the Escrow Agent in writing to release the Escrow Payment to the Seller or the Buyer’s Guarantor, as the case may be, in accordance with clause 3.2. For the avoidance of doubt, the obligations of the Seller’s Guarantor and the Buyer’s Guarantor to instruct the Escrow Agent on the occurrence of a Seller Escrow Release Event or a Buyer Escrow Release Event, as the case may be, are absolute and not subject to any right of dispute whether arising from an alleged counterclaim or right of set off in respect of a Relevant Claim or otherwise, which dispute will be a matter to be settled once the Escrow Payment has been disbursed. For the avoidance of doubt, and subject always to clause 4.11, the instruction to the Escrow Agent in accordance with this clause 8 shall not limit or prejudice or be deemed to constitute or to waive in any manner the rights and remedies of the Buyer or the Seller, as the case may be, including in connection with the matters which triggered the payment of the Escrow Payment.

The Seller warrants to the Buyer in the terms of the Warranties at the date of this Agreement. Immediately before Completion, the Seller is deemed to warrant to the Buyer in the terms of the Fundamental Warranties by reference to the facts and circumstances as at Completion. For this purpose only, where there is an express or implied reference in a Fundamental Warranty to the “date of this Agreement”, that reference is also to be construed as a reference to the Completion Date.

The Seller’s liability for Relevant Claims shall be limited or excluded, as the case may be, as set out in Schedule 6.

The Warranties are qualified by the facts and circumstances:

contained or referred to in this Agreement; or

in relation to the Warranties other than the Fundamental Warranties, fairly disclosed in the Disclosure Letter or in any of the documents annexed to the Disclosure Letter.

Warranties qualified by the Seller’s awareness or any similar expression in Schedule 5 shall be deemed to mean the actual and constructive knowledge of each of the Senior Managers in each case in their respective roles as senior managers of the Company for the area over which each has responsibility, as at the date the relevant Warranty is given and the actual knowledge of Guillaume Calais, Charles Nouel, Sebastien Roquejeoffre and Thomas Devedjian as at the date the relevant Warranty is given.

Save in the case of fraud, wilful default or gross negligence, the Seller undertakes to the Buyer to waive any rights, remedies or claims which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by the Group Companies or their respective directors, officers, employees or agents in connection with assisting the Seller in the giving of any Warranty or the preparation of the Disclosure Letter.

The Buyer acknowledges and agrees that the Seller gives no warranty, representation or undertaking as to the accuracy or completeness of any information (including, without limitation, any of the forecasts, estimates, projections, statements of intent or statements of opinion) provided to the Buyer or any of its advisers or agents (howsoever provided) save as provided for in the Warranties.

Between the date of this Agreement and the Completion Date, the Seller shall comply with its obligations in Schedule 3.

Notwithstanding clause 9.7, the Seller shall be permitted to perform or omit to take any action specified in Schedule 3 without the Buyer’s consent if such action or omission by the Seller:

is required pursuant to the terms of this Agreement; or

is reasonably done in an emergency or disaster situation (but, for the avoidance of doubt, excluding any situation directly related to the ongoing COVID-19 pandemic) with the good faith intention of minimising any adverse effect of such situation on the Company provided that the Seller shall as soon as reasonably practicable provide the Buyer with all information in relation to such emergency or disaster situation.

The Seller shall procure that the pledge over the Shares and the guarantee granted by the Company, in each case in connection with the 9.50 per cent. USD 300,000,000 Senior Secured Callable Bond Issue 2017/2022 issued by the Seller are absolutely, irrevocably and unconditionally released on or prior to the Completion Date.

The Buyer agrees to use its reasonable endeavours to assist the Seller, in relation to any matter which is of an administrative or procedural nature, and reasonably requested by the Seller, to obtain written evidence confirming, with effect from Completion, the absolute, irrevocable and unconditional release of the pledge over the Shares and the guarantee granted by the Company, in each case in connection with the 9.50 per cent. USD 300,000,000 Senior Secured Callable Bond Issue 2017/2022 issued by the Seller, including opening an escrow account in Norway (or such other country as may be necessary or expedient for the purposes of Completion) into which to pay the Consideration Amount (less (i) the Leakage notified by the Seller and deducted from the Consideration Amount pursuant to clause 6.2 and (ii) the amount of the Escrow Payment). For the avoidance of doubt, this clause shall not require the Buyer to pay any additional consideration or pay any Tax or other expense that, but for this clause 9.10, it would not be obliged to pay under the terms of this Agreement.

The Seller shall procure that the Company shall terminate, or transfer to the Seller (or one of its Affiliates), at such time as the Seller may in its absolute discretion determine (including after Completion, subject to clause 11.1.4),  all FX Contracts to which it is a party, along with all resulting liabilities or obligations, on terms such that the Company shall have no liability in respect of such contracts.

The Seller shall procure that the Company informs its elected employee representatives of the transactions contemplated by this Agreement immediately after the Announcement in accordance with the obligations set out in the basic agreement between the Norwegian Confederation of Trade Unions (Landsorganisasjonen i Norge) and the Confederation of Norwegian Enterprise (Næringslivets Hovedorganisasjon) which is binding on the Company. The Seller agrees that it shall consult with the Buyer and provide the Buyer with drafts of this communication and any subsequent material communications to its employees in relation to the transactions contemplated by this Agreement and shall not make, or permit the Company to make, such communication without the prior written consent of the Buyer (such consent not to be unreasonably withheld or delayed). The Buyer shall issue a statement to the Senior Managers and employees of the Company stating in reasonable details its intentions for the operation of the Business following Completion in accordance with the obligations set out in the Basic Agreement. The Buyer agrees that it shall consult with the Seller and provide the Seller with drafts of this communication and any subsequent material communications to Senior Managers or employees in relation to the transactions contemplated by this Agreement and shall not make such communication without the prior written consent of the Seller (such consent not to be unreasonably withheld or delayed).

Between the date of this Agreement and the Completion Date, the Seller and the Buyer shall agree in good faith the Transitional Services Agreement.

Subject to Completion occurring and this clause 10, and only to the extent that:

any Environmental Liability rests primarily with the Company;

the Company is not able to, or shall not, for any reason, meet such Environmental Liability in full in the period prescribed by any Environmental Authority; and

any Environmental Authority imposing such Environmental Liability on, or any third party seeking compensatory payment in connection with such Environmental Liability from the Company is permitted to, pursuant Applicable Law, and does seek recovery of any Losses in respect or as a consequence thereof from the Seller,

any Environmental Liability relating to the matters contemplated by clause 11.1.1;

any Environmental Liability for which the Seller has brought or is entitled to bring an Environmental Warranty Claim;

amounts paid by the Seller or its Affiliates for work carried out prior to the Locked Box Date to discharge an obligation or liability which is an Environmental Liability.

The Buyer’s liability under clause 10.1 shall follow the same time limitation rules as the relevant time limitation rules for any Environmental Liability applicable to the respective Environmental Liability for the Company, including the applicable time limitation rules of the Norwegian Pollution Control Act of 1981 and of the Act of 1979 relating to the limitation period for claims.

If the Seller and its Affiliates become aware of a matter which constitutes a claim in respect of Loss covered by the indemnities provided under clause 10.1 (each an “Environmental Indemnity Claim”):

the Seller shall, as soon as reasonably practicable, give notice to and consult with the Buyer in relation to any Environmental Indemnity Claim;

the Seller shall not, and shall ensure that none of its Affiliates will admit liability in respect of, or compromise or settle, any Environmental Indemnity Claim without the prior written consent of the Buyer (such consent not to be unreasonably withheld or delayed);

the Seller shall, and shall ensure that each Affiliate will preserve all documents, records, correspondence, accounts and other information whatsoever relevant to any Environmental Indemnity Claim;

the Seller shall, and shall ensure that each Affiliate shall, take into consideration any requests or suggestions by the Buyer to take any action and institute proceedings, including requests to:

avoid, dispute, resist, appeal, compromise, defend, remedy or mitigate any Environmental Indemnity Claim; and

enforce against a person the rights of the Seller or an Affiliate of the Seller in relation to any Environmental Indemnity Claim.

The Seller shall, and shall ensure that the Seller and each of its Affiliates shall, allow the Buyer, if it elects to do so in writing to the Seller (such notice, a “Buyer Conduct Notice”), to take over the conduct of all proceedings and/or negotiations arising in connection with the an Environmental Indemnity Claim. If the Buyer delivers a Buyer Conduct Notice, the Seller shall, subject to the Seller or the relevant Affiliate being indemnified by the Buyer against all out-of-pocket costs and expenses incurred in respect of that Environmental Indemnity Claim (including any costs and expenses arising prior to the date of the Buyer Conduct Notice), procure that it and each of its Affiliates shall:

take such action as the Buyer may reasonably request to avoid, dispute, resist, appeal, compromise, defend, remedy or mitigate the Environmental Indemnity Claim; and

provide such information and assistance as the Buyer may reasonably require in connection with the preparation for and conduct of any proceedings and/or negotiations relating to the Environmental Indemnity Claim,

shall keep the Seller informed to a reasonable extent of the status of such Environmental Indemnity Claim;

shall not take any action which would result in any additional costs being incurred by, or attributable to, the Seller or any relevant Affiliate that are not the subject of the indemnity of the Buyer referred to in this clause 10.

No failure by the Seller or one of its Affiliates to comply with the provisions of this clause 10 shall prevent or extinguish the liability of the Buyer in respect of any Environmental Indemnity Claim, but may be taken into account in calculating the liability of the Buyer in connection with such Environmental Indemnity Claim to the extent that such liability is increased by such failure.

The Parties agree that the provisions of Schedule 9 shall apply in respect of an Environmental Indemnity Claim

Subject to Completion and this clause 11, the Seller hereby irrevocably and unconditionally undertakes to indemnify (and keep indemnified) and hold harmless the Buyer on demand against any Losses incurred by any Buyer Indemnified Person (in each case not to exceed the limits specified below) arising out of or in relation to:

any remedial actions imposed on the Company by any Environmental Authority in relation to the contamination of the beach depot area described in the report entitled “Environmental Due-Diligence Assessment – Project Sylvester – Final Report” dated 28 February 2020 as set forth in file 13.3.2 in the Data Room, including earthwork, installation of a low permeability layer or geomembrane, drainage of stormwater, design and supervision of remediation works and operating and management costs, up to an amount of €1,000,000 in aggregate;

any recovery order or similar order in connection with the complaints filed by Celsa Armeringstål AS’ with the European Free Trade Association Surveillance Authority in relation to the legality of grid rebates granted to users with a high and stable power consumption, such as the Company, up to an amount of $2,400,000 in aggregate;

the dispute between Røynstrand Entreprenør AS, a former contractor of the Company and the bankruptcy estate of Stål og Fasade AS, a former sub-contractor of the Company, or a possible claim made by Røynstrand Entreprenør AS for work performed by it in its capacity as a former contractor of the Company, up to an amount of $1,300,000 in aggregate;

any FX Contracts (net of any Tax benefits), including in relation to their termination by, or transfer to the Seller (or one of its Affiliates) before, on or after Completion;

reimbursement of overpayments made by Venator Germany GmbH (previously Huntsman Germany GmbH) in relation to goods provided by the Company pursuant to an invoice for 4200.71 tonnes of CP chloride slag issued on 11 December 2015, up to an amount of $270,000 in aggregate; and

a claim for wrongful termination of the coal and anthracite supply agreement between the Company and Vesta AG dated 26 December 2019  by Vesta AG (the “Vesta Supply Agreement”),

If the Buyer or a Buyer Indemnified Person becomes aware of a matter which constitutes a claim in respect of Loss covered by the indemnities provided under clause 11.1(each a “Specific Indemnity Claim”):

the Buyer shall, as soon as reasonably practicable, give notice to and consult with the Seller in relation to any Specific Indemnity Claim;

the Buyer shall not, and shall ensure that no Buyer Indemnified Person will admit liability in respect of, or compromise or settle, any Specific Indemnity Claim without the prior written consent of the Seller (such consent not to be unreasonably withheld or delayed);

the Buyer shall, and shall ensure that each Buyer Indemnified Person will:

preserve all documents, records, correspondence, accounts and other information whatsoever relevant to any Specific Indemnity Claim;

provide to the Seller and its advisers reasonable access (including taking copies and photographs) to the premises, personnel, assets, documents and records within the possession or control of each relevant Buyer Indemnified Person as the Seller may reasonably require for the purposes of investigating the matter relating to any Specific Indemnity Claim, provided that nothing in this clause 11.2.3(b) will require any Buyer Indemnified Person to share any privileged information or information that such person reasonably determines to be competitively sensitive;

subject to clause 11.4, the Buyer shall take into consideration any requests or suggestions by the Seller to take any action and institute proceedings, including requests to:

avoid, dispute, resist, appeal, compromise, defend, remedy or mitigate any Specific Indemnity Claim; and

enforce against a person the rights of a Buyer Indemnified Person in relation to any Specific Indemnity Claim.

Subject to clause 11.4, the Buyer shall, and shall ensure that each Buyer Indemnified Person shall, allow the Seller, if it elects to do so in writing to the Buyer (such notice, a “Seller Conduct Notice”), to take over the conduct of all proceedings and/or negotiations arising in connection with the a Specific Indemnity Claim. If the Seller delivers a Seller Conduct Notice, the Buyer shall, subject to the Buyer or the relevant Buyer’s Group Undertaking being indemnified by the Seller against all out-of-pocket costs and expenses incurred in respect of that Specific Indemnity Claim (including any costs and expenses arising prior to the date of the Seller Conduct Notice), procure that it and each other Buyer’s Group Undertaking shall:

take such action as the Seller may reasonably request to avoid, dispute, resist, appeal, compromise, defend, remedy or mitigate the Specific Indemnity Claim; and

provide such information and assistance as the Seller may reasonably require in connection with the preparation for and conduct of any proceedings and/or negotiations relating to the Specific Indemnity Claim,

shall keep the Buyer informed to a reasonable extent of the status of such Specific Indemnity Claim;

shall not take any action which would result in any additional costs being incurred by, or attributable to, any Buyer Indemnified Person that are not the subject of the indemnity of the Seller referred to in this clause 11.

No failure by the Buyer or a Buyer’s Indemnified Person to comply with the provisions of this clause 11 shall prevent or extinguish the liability of the Seller in respect of any Specific Indemnity Claim, but may be taken into account in calculating the liability of the Seller in connection with such Specific Indemnity Claim to the extent that such liability is increased by such failure.

The Parties agree that the provisions of Schedule 9 shall apply in respect of any claim under the Specific Indemnities.

Except as specifically provided otherwise in this Agreement, notwithstanding that the Buyer becomes aware at any time:

that there has been a breach of any provision of this Agreement; or

that there may be a claim against the Seller (other than a Fundamental Warranty Claim) in connection with this Agreement,

In the event of a breach of a Fundamental Warranty notified by the Buyer to the Seller before Completion (a “Default Event”), the Seller shall have 20 Business Days from receipt of such notice to remedy (or procure the remedy) of such Default Event to the satisfaction of the Buyer and the Completion Date shall be extended accordingly. If:

the Seller remedies the Default Event to the satisfaction of the Buyer (acting reasonably), the Buyer shall not be entitled to terminate or rescind this Agreement or treat this Agreement as terminated but shall only be entitled to claim damages in respect of such Default Event (subject to the provisions of Schedule 6); or

the Seller fails to remedy the Default Event to the satisfaction of the Buyer (acting reasonably), the Buyer shall be entitled to claim damages in respect of such Default Event (subject to the provisions of Schedule 6) and either, (i) terminate or rescind this Agreement or treat this Agreement as terminated, or (ii) in the alternative, choose to proceed with Completion.

Each of the Buyer and the Buyer’s Guarantor severally warrants to the Seller that:

it has the requisite power and authority, and has taken all action necessary, to execute, deliver and exercise their respective rights and perform its obligations under this Agreement and each of the Buyer’s Completion Documents (as applicable);

subject to satisfaction of the Conditions, it has obtained on an unconditional and irrevocable basis all corporate, regulatory and other consents or approvals, or satisfied any other conditions, necessary to execute, and perform its obligations under this Agreement and each of the Buyer’s Completion Documents (as applicable);

this Agreement and each of the Buyer’s Completion Documents constitutes or will, when executed by the relevant person, constitute legal, valid and binding obligations of it that are enforceable in accordance with their respective terms;

the execution and delivery of, and the performance of its obligations under, this Agreement and the Buyer’s Completion Documents will not:

result in a breach of any provision of its memorandum or articles of association or by laws or equivalent constitutional documents ;

result in a breach of, or constitute a default under, any instrument or contract to which it is a party or by which it is bound and which is material in the context of the transactions contemplated by this Agreement;

result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound or submits; or

require it to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority (except as provided in clause 4.1.1, 4.1.2 and 4.1.3) which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement);

The Buyer warrants to the Seller that:

the Buyer at Completion will have immediately available on an unconditional basis (subject only to Completion) the necessary cash resources to meet its obligations under this Agreement;

the Buyer does not engage in business with any person, entity or body, that is a target of or is otherwise a subject of economic or trade sanctions administered by the Office of Foreign Assets Control of the US Department of Treasury or any other US economic or trade sanctions or any European Union, United Nations or United Kingdom economic or trade sanctions;

the Buyer does not engage in any activity or conduct with respect to its operations or any transaction contemplated by this Agreement which would violate any applicable anti-bribery or anti-corruption law; and

it is not aware as at the date of this Agreement of any fact, matter or circumstance which would more likely than not constitute a breach of the Warranties which would more likely than not give rise to a Relevant Claim against the Seller.

As soon as possible following Completion, and in any event within one Business Day of Completion, the Buyer shall:

procure that a shareholder meeting of the Company is held at which the Buyer votes in favour of resolutions approving the resignations of each Resigning Director and the appointment of such persons as the Buyer may nominate as directors of the Company, in each case to take effect immediately; and

file for registration of the same with the Norwegian Business Register in order to de-register each Resigning Director. Upon receipt of confirmation from the Norwegian Business Register, the Buyer shall provide the Seller with written evidence that each Resigning Director has been de-registered.

The Buyer shall procure that the Company whose corporate name or business name registrations include any of the Seller’s Intellectual Property Rights shall, following Completion and in any event before the date which is four months following the Completion Date, pass all necessary resolutions to cancel such business name registrations and change its corporate name to a name which does not include any of the Seller’s Intellectual Property Rights or any name intended or likely to be confused or associated with any of them and shall procure the registration of the same with the appropriate court or registry promptly thereafter and in any event before the date which is four months following the Completion Date. Upon receipt of confirmation from the appropriate court or registry that such name change has been effected, the Buyer shall provide the Seller with written evidence that such name change has been effected.

The Buyer shall put in place and maintain until the seventh anniversary of the Completion Date Directors’ and Officers’ insurance run‑off cover in respect of those directors of any Group Company who resign from any board of a Group Company at or prior to Completion.

The Buyer’s Guarantor irrevocably and unconditionally guarantees to the Seller the due and punctual performance of each obligation of the Buyer contained in this Agreement and each of the Buyer’s Completion Documents. The Buyer’s Guarantor shall pay to the Seller from time to time on demand any sum of money which the Buyer is at any time liable to pay to the Seller under or pursuant to this Agreement or the Buyer’s Completion Documents and which has not been paid at the time the demand is made. The Buyer’s Guarantor’s obligations under this clause 14 are primary obligations and not those of a mere surety.

The Buyer’s Guarantor irrevocably and unconditionally agrees to indemnify (and keep indemnified) the Seller on demand against any loss, liability or cost incurred by the Seller as a result of any obligation of the Buyer referred to in clause 14.1 above being or becoming void, voidable or unenforceable as against the Buyer for any reason whatsoever. The amount of the loss, liability or cost shall be equal to the amount which the Seller would otherwise have been entitled to recover from the Buyer.

The Buyer’s Guarantor’s obligations under clauses 14.1 and 14.2 are continuing obligations and are not satisfied, discharged or affected by an intermediate payment or settlement of account by, or a change in the constitution or control of, or merger or consolidation with any other person of, or the insolvency of, or bankruptcy, winding up or analogous proceedings relating to, the Buyer.

The Buyer’s Guarantor’s liabilities under clauses 14.1 and 14.2 are not affected by an arrangement which the Seller may make with the Buyer or with another person which (but for this clause 14.4) might operate to diminish or discharge the liability of or otherwise provide a defence to a surety.

Without affecting the generality of clause 14.4, the Seller may at any time it thinks fit and without reference to the Buyer’s Guarantor and without prejudice to the Buyer’s Guarantor’s obligations under this clause 14:

grant a time for payment or grant another indulgence or agree to an amendment, variation, waiver or release in respect of an obligation of the Buyer under this Agreement or any of the Buyer’s Completion Documents;

give up, deal with, vary, exchange or abstain from perfecting or enforcing other securities or guarantees held by the Seller;

discharge a party to other securities or guarantees held by the Seller and realise all or any of those securities or guarantees; and

compound with, accept compositions from and make other arrangements with the Buyer or a person or persons liable on other securities or guarantees held or to be held by the Seller.

So long as the Buyer is under an actual or contingent obligation under this Agreement or any of the Buyer’s Completion Documents, and until all amounts which may be or become payable by the Buyer and the Buyer’s Guarantor under or in connection with this Agreement have been irrevocably paid in full unless the Seller otherwise directs the Buyer’s Guarantor shall not exercise any rights which it may at any time have by reason of the performance of its obligations under clauses 14.1 and 14.2:

to be indemnified by the Buyer;

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Seller under this Agreement;

to claim a contribution from another surety of the Buyer’s obligations or to take the benefit (wholly or partly and by way of subrogation or otherwise) of any of the Buyer’s rights under this Agreement or any of the Buyer’s Completion Documents or of any other security taken by the Buyer in connection with this Agreement or any of the Buyer’s Completion Documents;

to bring legal or other proceedings for an order requiring the Buyer to make any payment, or perform any obligation, in respect of which the Buyer’s Guarantor has given a guarantee, undertaking or indemnity under clauses 14.1 and 14.2;

to exercise any right of set-off against any the Buyer; and/or

to claim or prove as a creditor of the Buyer in competition with the Seller.

The Buyer’s Guarantor’s liabilities under clauses 14.1 and 14.2 are not affected by the avoidance of an assurance, security or payment or a release, settlement or discharge which is given or made on the faith of an assurance, security or payment, in either case, under an enactment relating to bankruptcy or insolvency.

The Buyer’s Guarantor waives any right it may have of first requiring the Seller (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Buyer’s Guarantor under this clause 14. This waiver applies irrespective of any law or any provision of this Agreement or any other agreement entered into pursuant to this Agreement to the contrary.

Until all amounts which may be or become payable by Buyer and the Buyer’s Guarantor under or in connection with this Agreement have been irrevocably paid in full, the Seller (or any trustee or agent on its behalf) may (a) refrain from applying or enforcing any other moneys, security or rights held or received by it (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Buyer’s Guarantor shall not be entitled to the benefit of the same, and (b) hold in an interest-bearing suspense account any moneys received from the Buyer’s Guarantor or on account of the Buyer’s Guarantor’s liability under this clause 14.9.

The Seller’s Guarantor warrants to the Buyer that:

the Seller’s Guarantor has the requisite power and authority, and has taken all action necessary, to execute, deliver and exercise its rights and perform its obligations under this Agreement and each of the Seller’s Completion Documents (as applicable);

subject to satisfaction of the Conditions, the Seller’s Guarantor has obtained on an unconditional and irrevocable basis all corporate, regulatory and other consents or approvals, or satisfied any other conditions, necessary to execute, and perform its obligations under this Agreement and each of the Seller’s Completion Documents (as applicable);

this Agreement and each of the Seller’s Completion Documents constitutes or will, when executed by the relevant person, constitute legal, valid and binding obligations of it that are enforceable in accordance with their respective terms;

the execution and delivery of, and the performance by the Seller’s Guarantor of its obligations under, this Agreement and the Seller’s Completion Documents will not:

result in a breach of any provision of the memorandum or articles of association or by laws or equivalent constitutional documents of the Seller’s Guarantor;

result in a breach of, or constitute a default under, any instrument or contract to which the Seller’s Guarantor is a party or by which the Seller’s Guarantor is bound and which is material in the context of the transactions contemplated by this Agreement;

result in a breach of any order, judgment or decree of any court or governmental agency to which the Seller’s Guarantor is a party or by which the Seller’s Guarantor is bound or submits; or

require the Seller’s Guarantor to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement).

The Seller’s Guarantor irrevocably and unconditionally guarantees to the Buyer the due and punctual performance of each obligation of the Seller contained in this Agreement and each of the Seller’s Completion Documents. The Seller’s Guarantor shall pay to the Buyer from time to time on demand any sum of money which the Seller is at any time liable to pay to the Buyer under or pursuant to this Agreement or the Seller’s Completion Documents and which has not been paid at the time the demand is made. The Seller’s Guarantor’s obligations under this clause 15 are primary obligations and not those of a mere surety.

The Seller’s Guarantor irrevocably and unconditionally agrees to indemnify (and keep indemnified) the Buyer on demand against any loss, liability or cost incurred by the Buyer as a result of any obligation of the Seller referred to in clause 15.2 above being or becoming void, voidable or unenforceable as against the Seller for any reason whatsoever (including if such were to arise by operation of clause 15.11 or the matters contemplated by paragraphs (a) to (c) thereof). The amount of the loss, liability or cost shall be equal to the amount which the Buyer would otherwise have been entitled to recover from the Seller.

The Seller’s Guarantor’s obligations under clauses 15.2 and 15.3 are continuing obligations and are not satisfied, discharged or affected by an intermediate payment or settlement of account by, or a change in the constitution or control of, or merger or consolidation with any other person of, or the insolvency of, or bankruptcy, winding up or analogous proceedings relating to, the Seller or any matter contemplated by clause 15.11.

The Seller’s Guarantor’s liabilities under clauses 15.2 and 15.3 are not affected by an arrangement which the Buyer may make with the Seller or with another person which (but for this clause 15.5) might operate to diminish or discharge the liability of or otherwise provide a defence to a surety.

Without affecting the generality of clause 15.5, the Buyer may at any time it thinks fit and without reference to the Seller’s Guarantor and without prejudice to the Seller’s Guarantor’s obligations under this clause 15:

grant a time for payment or grant another indulgence or agree to an amendment, variation, waiver or release in respect of an obligation of the Seller under this Agreement or any of the Seller’s Completion Documents;

give up, deal with, vary, exchange or abstain from perfecting or enforcing other securities or guarantees held by the Buyer;

discharge a party to other securities or guarantees held by the Buyer and realise all or any of those securities or guarantees; and

compound with, accept compositions from and make other arrangements with the Seller or a person or persons liable on other securities or guarantees held or to be held by the Buyer.

So long as the Seller is under an actual or contingent obligation under this Agreement or any of the Seller’s Completion Documents, and until all amounts which may be or become payable by the Seller and the Seller’s Guarantor under or in connection with this Agreement have been irrevocably paid in full and unless the Buyer otherwise directs the Seller’s Guarantor shall not exercise any rights which it may at any time have by reason of the performance of its obligations under clauses 15.2 and 15.3:

to be indemnified by the Seller;

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Buyer under this Agreement;

to claim a contribution from another surety of the Seller’s obligations or to take the benefit (wholly or partly and by way of subrogation or otherwise) of any of the Seller’s rights under this Agreement or any of the Seller’s Completion Documents or of any other security taken by the Seller in connection with this Agreement or any of the Seller’s Completion Documents;

to bring legal or other proceedings for an order requiring the Seller to make any payment, or perform any obligation, in respect of which the Seller’s Guarantor has given a guarantee, undertaking or indemnity under clauses 15.2 and 15.3;

to exercise any right of set-off against any the Seller; and/or

to claim or prove as a creditor of the Seller in competition with the Buyer.

The Seller’s Guarantor’s liabilities under clauses 15.2 and 15.3 are not affected by the avoidance of an assurance, security or payment or a release, settlement or discharge which is given or made on the faith of an assurance, security or payment, in either case, under an enactment relating to bankruptcy or insolvency.

The Seller’s Guarantor waives any right it may have of first requiring the Buyer (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Seller’s Guarantor under this clause 15. This waiver applies irrespective of any law or any provision of this Agreement or any other agreement entered into pursuant to this Agreement to the contrary.

Until all amounts which may be or become payable by Seller and the Seller’s Guarantor under or in connection with this Agreement have been irrevocably paid in full, the Buyer (or any trustee or agent on its behalf) may (a) refrain from applying or enforcing any other moneys, security or rights held or received by it (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Seller’s Guarantor shall not be entitled to the benefit of the same, and (b) hold in an interest-bearing suspense account any moneys received from the Seller’s Guarantor or on account of the Seller’s Guarantor’s liability under this clause 15.10.

In consideration of the Seller’s Guarantor providing the guarantee obligations set out in this clause 15 (and subject always to the ongoing enforceability of such guarantee obligations) and conditional upon a request, in writing, from the Seller to do so in connection with (a) a reduction of share capital in accordance with the Act, (b) on a winding up of the Seller under Part IV of the UK Insolvency Act 1986 or (c) any other analogous corporate action being taken with a view to winding up the Seller (“Reorganisation Notice”), each of the Buyer and the Buyer’s Guarantor hereby:

irrevocably waives any contingent claim each may have against the Seller under this Agreement that is not in existence as at the date of the Reorganisation Notice; and

agrees to the Seller novating its obligations under this Agreement in respect of any claim or contingent claim each may have against the Seller under this Agreement that is in existence as at the date of the Reorganisation Notice to another Seller’s Group Undertaking and to enter into appropriate novation documentation, as reasonably required by the Seller, to effect such novation.

For the avoidance of doubt, any waiver pursuant to clause 15.11.1 above shall not prevent the Buyer or the Buyer’s Guarantor from bringing a claim against the Seller’s Guarantor under this Agreement after the date of the Reorganisation Notice and the liability of the Seller’s Guarantor for the obligations of the Seller under this Agreement shall be unaffected by such a Reorganisation Notice.

Subject to clause 16.2, other than as provided in the Transaction Documents (and including for the avoidance of doubt, without prejudice to the Buyer’s rights under clause 6 or clause 9.7) or unless otherwise agreed by the Seller and the Buyer prior to Completion:

immediately prior to Completion, settle all outstanding financial obligations arising out of the Cash Pooling Arrangements; and

within 60 days of Completion, settle all outstanding financial obligations arising out of all other Affiliate Contracts; and

effective on and from Completion (other than in respect of obligations to be settled within 60 days of Completion), the Seller and the Buyer shall procure that each counterparty unconditionally releases and irrevocably discharges each other party thereto from:

subject to settlement having occurred as set out above, any and all claims and liabilities whatsoever arising out of, in any way connected with, as a result of or in respect of such Affiliate Contract.

The provisions of clause 16.1 shall not apply to any Group Sharing Contract that is an Affiliate Contract or the ilmenite supply agreement between Grand Côte Operations S.A. and the Company dated December 20, 2016.

The Seller shall procure that the ilmenite supply agreement between Grand Côte Operations S.A. and the Company dated December 20, 2016 shall be terminated as soon as practicable following Completion, and in any event no later than 90 days after Completion.

Following Completion, the Buyer shall procure that the Company shall act in accordance with the instructions of the Seller in respect of the termination or transfer of any FX Contract to the Seller (or one of its affiliates), provided that the Seller shall indemnify the Buyer and any Buyer Indemnified Person in respect of any Losses incurred in connection with the execution of such instructions in accordance with and on the terms set out in clause 11.1.4.

The Parties agree that, with effect from Completion, except as set out in clause 16.1, there will be no covenants, liabilities or obligations of any nature whatsoever owed between the Seller’s Group and the Group Companies except for any covenants, liabilities or obligations arising under the Transaction Documents and the Group Sharing Contracts.

If following Completion, the Buyer becomes aware of any Third Party Assurance in respect of any obligations of any Group Company, the Buyer shall use its reasonable efforts to ensure that, as soon as reasonably practicable after becoming aware of such Third Party Assurance, each member of the Seller’s Group is released in full from such Third Party Assurance. Pending release of any such Third Party Assurance referred to in this clause 16.6, the Buyer shall pay to the Seller an amount equal to any and all costs arising to the Seller or any of its Affiliates after Completion under or by reason of that Third Party Assurance.

If following Completion, the Seller becomes aware of any Third Party Assurance in respect of any obligations of any member of the Seller’s Group, the Seller shall use its reasonable efforts to ensure that, as soon as reasonably practicable after becoming aware of such Third Party Assurance, each Group Company is released in full from such Third Party Assurance. Pending release of any such Third Party Assurance referred to in this clause 16.7, the Seller shall pay to the Buyer an amount equal to any and all costs arising to the Buyer or any of its Affiliates after Completion under or by reason of that Third Party Assurance.

The Seller undertakes that it shall not, and shall procure that no Seller’s Affiliate shall, at any time for a period of two (2) years from the Completion Date, directly or indirectly, solicit the employment of, employ, engage, or seek to entice away any person employed or engaged by any Group Company from the Company or any other Group Company.

Nothing in this Section 17 shall prohibit the solicitation or the employment or engagement by the Seller or any of its Affiliates of any person employed or engaged by any Group Company:

resulting from any general public advertisement placed by or on behalf of the Seller or any of its Affiliates;

following the expiration of a 6 month period after the voluntary resignation by such person from the relevant Group Company without solicitation that would otherwise be prohibited under clause 17.1 above;

following the termination of such person’s employment or engagement by the relevant Group Company; or

the employment of Maurice Cock, who is employed by the Company as at the date of this Agreement.

The Seller acknowledges and agrees that the restrictions set out in this clause 17 have been specifically negotiated and agreed between sophisticated parties, are necessary to protect the Buyer and the Buyer’s Group after Completion and are reasonable in scope and duration in the circumstances, but if any such restriction is held to be void but would be valid if deleted in part or reduced in application, such restriction shall apply with such deletion or modification as may be necessary to make it valid and enforceable.

From the date of this Agreement until 23:59 CET on the Completion Date, the Seller shall ensure that members of the Seller’s Group and the Company shall continue in force all policies of insurance maintained by them in respect of the business of the Group Companies and shall not knowingly do anything to make any such policy of insurance void or voidable.

Effective as of 23:59 CET on the Completion Date, the Company will cease to be insured by the insurance policies maintained by the Seller’s Group (the “Seller Insurance”). With respect to the Seller Insurance coverage written on an “occurrence basis,” no Seller Insurance shall be available to the Company for occurrences which take place on or after 23:59 CET on the Completion Date. With respect to the Seller Insurance coverage written on a “claims made basis,” no Seller Insurance shall be available the Company for claims made on or after 23:59 CET on the Completion Date.

If any insured event occurs before Completion in relation to the business of the Company, the Seller shall, and shall procure that each relevant member of the Seller’s Group shall, use all reasonable efforts to make recovery under the relevant policy prior to Completion. If and to the extent that, on or after the Completion Date, the Seller or any member of the Seller Group receives any payment in respect of any insurance receivable accrued on or before the Completion Date by the Company or any claim pending as of the Completion Date, the Seller shall, and shall cause the relevant member of the Seller’s Group to, hold such payment for the benefit of the Company and promptly remit such payment to the Company or its designee.

The Buyer acknowledges that the Seller may need access from time to time after Completion, for tax, regulatory or accounting purposes, to information held by the Group to the extent such records and information pertain to events occurring prior to Completion (the “Records”), and accordingly the Buyer agrees that it shall cause each Group Company:

to properly retain and maintain the Records until the date that is seven years after Completion; and

upon being given reasonable notice by a Seller and subject to the need to preserve any applicable privilege and the Seller giving such undertaking as to confidentiality as the Buyer may reasonably require, allow the Seller and its respective officers, employees, agents, auditors and representatives (at the Seller’s cost), reasonable access at reasonable times to inspect, review and, at the cost of the Seller, make copies of the Records for and only to the extent necessary for such purposes.

Without prejudice to the Seller’s obligations pursuant to clause 4.8, from the date of this Agreement until the Completion Date the Seller shall, upon reasonable notice, provide to the Buyer and its respective officers, employees, agents, auditors and representatives, in all cases:

information relating to the Business that is reasonably required for integration planning purposes only; and

such information as may be reasonably requested in relation to the Vesta Supply Agreement’s proposed termination and/or replacement in part or in whole with other agreement(s) for the supply of coal and/or anthracite to the Company, and such other matters relating to the performance of the Vesta Supply Agreement as may be reasonably requested by the Buyer,

The Buyer shall not make any claim whatsoever under common law, statute or otherwise against the Resigning Directors, in respect of their position as directors of any of the Group Companies.

Subject to clause 21.2 and clause 22, the Seller undertakes to the Buyer, the Buyer acting for itself and as agent and trustee for the Company and each other Group Company, and the Buyer undertakes to the Seller, the Seller acting for itself and as agent and trustee for each other Seller’s Group Undertaking, that it shall treat as confidential, and shall not disclose to any person any information received or obtained as a result of entering into or performing this Agreement which relates to:

any other party including, where that other party is the Seller, each Seller’s Group Undertaking and, prior to Completion, the Group Companies, and where that other party is the Buyer, each Buyer’s Group Undertaking, and, following Completion, the Group Companies;

the provisions or the subject matter of this Agreement or any document referred to herein and any claim or potential claim thereunder; or

the negotiations relating to this Agreement or any documents referred to herein.

Clause 21.1 does not apply to disclosure of any such information:

which is required to be disclosed by law or any Authority (including any stock exchange) to which any Party is subject or submits, whether or not the requirement has the force of law, provided that the disclosure shall, so far as is practicable, be made after consultation with the other Party and after taking into account the other Party’s reasonable requirements as to its timing, content and manner of making or despatch;

to an adviser for the purpose of advising in connection with the transactions contemplated by this Agreement provided that such disclosure is essential for these purposes and is on the basis that clause 21.1 applies to the disclosure by the adviser;

to any Relevant Authority for the purposes of complying with clause 4.1;

to a director, officer or employee of the Buyer or of the Seller or of any Relevant Connected Person whose function requires him to have the relevant confidential information; or

to the extent that the information has been made public by, or with the consent of, the other Party.

The Parties will make the Announcement at the same time on the date of this Agreement, which such time shall be a time at which the Euronext Paris and the New York (NYSE) stock exchanges are both closed.

Neither party may, before or after Completion, make or issue a public announcement, communication or circular (other than the Announcement) concerning the transactions referred to in this Agreement unless it has first obtained the other Party’s prior written consent, which may not be unreasonably withheld or delayed.

Clause 22.2 does not apply to a public announcement, communication or circular:

which is required by law or any Authority (including any stock exchange) to which any Party is subject or submits, whether or not the requirement has the force of law, provided that the public announcement, communication or circular shall, so far as is practicable, be made after consultation with the other Party and after taking into account the other Party’s reasonable requirements as to its timing, content and manner of making or despatch;

which the other Party has given its prior written approval to, such approval not to be unreasonably withheld or delayed; or

that is consistent with and no more extensive than the Announcement.

Except where this Agreement provides otherwise, each Party shall pay its own costs relating to the negotiation, preparation, execution and performance by it of this Agreement and of each document referred to in it.

The Buyer shall pay any transfer tax, documentary taxes, capital duties or taxes, registration or filing fees or other transaction duties, or notarial fees or similar expenses in any jurisdiction payable in respect of the transfer of the Shares.

A variation or waiver of this Agreement is valid if it is in writing and signed by or on behalf of the Seller and the Buyer. Any waiver of any right, power or remedy under this Agreement may be given subject to any conditions thought fit by the grantor.

Except to the extent that they have been performed and except where this Agreement provides otherwise, the obligations contained in this Agreement remain in force after Completion.

The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not impair or constitute a waiver of the right or remedy or an impairment of or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or, save as referred to in clauses 12 and 25, the exercise of another right or remedy.

Except as otherwise expressly stated in this Agreement, each Party’s rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.

If a Party fails to pay a sum due from it under this Agreement on the due date of payment in accordance with the provisions of this Agreement, that Party shall pay interest on the overdue sum from the due date of payment until the date on which its obligation to pay the sum is discharged at the Agreed Rate (accrued daily and compounded monthly).

Any payment made by any Party in satisfaction of a liability arising under this Agreement shall, to the maximum extent possible, be treated as an adjustment of the Consideration Amount.

Save as otherwise provided herein, any payment to be made by any Party under this Agreement shall be made in full without any set‑off, restriction, condition, deduction, counterclaim or withholding of any nature whatsoever, except for deductions and withholdings required to made by Applicable Laws.

If any deduction or withholding is required by Applicable Laws to be made from any sum payable by any Party under this Agreement, the amount of the payment shall be increased by such amount as will, after the deduction or withholding has been made, (but also taking into account the amount of any corresponding Relief available to the recipient as result thereof), leave the recipient of the payment with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding, provided that this clause 24.8 shall not apply in respect of (i) any amount paid by any Party pursuant to clause 24.5, or (ii) any deduction or with holding required to be applied to any amount paid by the Buyer pursuant to clauses 3, 4.11 or 7 which is not a Buyer Linked Deduction. For these purposes, “Buyer Linked Deduction” means any deduction or withholding of or from any amount payable pursuant to clauses 3, 4.11 or 7 which would not have been required but for any connection of the Buyer with the jurisdiction imposing such deduction or withholding and, for the avoidance of doubt, does not include any deduction or withholding on account of any Tax imposed by the jurisdiction of Tax residence of the Seller or the Company or any jurisdiction in which the Seller or the Company owns any assets and which, in either case, is assessed on the Seller’s income, profits or gains derived from the transactions contemplated by this Agreement (including any non-resident capital gains tax of the Seller).

If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable under the laws of any jurisdiction, that shall not affect:

the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

the legality, validity or enforceability under the laws of any other jurisdiction of that or another provision of this Agreement.

Except as specifically provided in clause 25.4 of this Agreement, or any claims made by a Buyer Indemnified Persons under clause 11 or the Seller’s Group Undertakings under clause 10.1 of this Agreement, a person who is not a party to this Agreement has no right under the Third Parties Act to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act. Notwithstanding this clause 24.10, the Parties to this Agreement do not require the consent of any person having a right under the Third Parties Act to vary this Agreement at any time.

The Surviving Provisions shall remain in full force following any termination of this Agreement. Termination of this Agreement shall not affect each party’s accrued rights and obligations at the date of such termination, or its rights and obligations arising as a result of termination.

The Transaction Documents constitute the entire agreement between the Parties. They supersede any previous agreements relating to the subject matter of the Transaction Documents, and set out the complete legal relationship of the parties relating thereto.

Accordingly, the Buyer agrees that:

neither the Seller nor any Relevant Connected Person nor any employee of the Company who becomes after Completion a Relevant Connected Person nor their respective advisers has made any Representation which is not set out in the Transaction Documents or is liable to the Buyer (in equity, contract or tort (including negligence), under the Misrepresentation Act 1967 or in any other way) for any Representation except in respect of those set out in the Transaction Documents;

it has not entered into the Transaction Documents in reliance on any Representation except those set out in the Transaction Documents;

its only rights and remedies in respect of Representations are those rights and remedies set out in the Transaction Documents;