Agreement (to Receive Products and Services), dated as of November 1, 2023, between Union Carbide Corporation and The Dow Chemical Company

This AGREEMENT (“Agreement”), entered into as of November 1, 2023, between Union Carbide Corporation (“UCC”), a New York corporation, and The Dow Chemical Company (“TDCC”), a Delaware corporation. TDCC agrees to supply the UCC Group (as defined below) with certain products and services under the terms and conditions set forth below.

The term of this Agreement shall commence on the Effective Date and shall extend until October 31, 2024, and shall continue from year-to-year thereafter, unless earlier terminated in accordance with the provisions of this Agreement (the “Term”). Either UCC or TDCC may elect at any time to terminate this Agreement by providing the other with at least six (6) months' advance written notice of termination.

(a)An “Affiliate” with respect to any entity means any other entity directly or indirectly controlling, controlled by or under common control with, such entity, where “control” of an entity (including, with correlative meaning, the terms “controlling, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise.

(b)“Arranged Sales” has the meaning given to it in Section 8(B)(2)(b).

(c)“Arranged Supply” has the meaning given to it in Section 8(B)(2)(a).

(d)“Delivery Point” means the point at which product supplied by TDCC to a UCC Member under this Agreement is received (1) into the facilities of such UCC Member or its designee (including without limitation storage facilities operated by such UCC Member or its designee), or (2) into Intermediary Equipment directly connected to the facilities of such UCC Member or its designee, or (3) into the facilities of a third party, or a designee of such UCC Member or such third party, in fulfillment of an obligation of such UCC Member to deliver product to or on behalf of such third party; for avoidance of doubt, (A) when received into any truck or tank the Delivery Point is the point at which the product enters the receiving truck or car; (B) when received into any pipeline, the Delivery Point is the point at which the product passes the connection between the delivering pipeline and receiving pipeline; (C) when received into storage, the Delivery Point is the point at which the product enters a storage tank or cavern; (D) when received by “in-line” transfer or “in-storage” transfer, receipt at the Delivery Point occurs immediately upon such transfer; or (E) when received by or into any vessel, the Delivery Point is at the flange between the vessel's permanent hose connection and the shore line.

(e)“Effective Date” means November 1, 2023.

(f)“GAAP” means generally accepted accounting principles.

(g)“Intermediary Equipment” means, with respect to a UCC Member or its designee, intermediary systems or equipment, owned or controlled by a third party, used to deliver products to such

UCC Member's or designee's facilities pursuant to a Separate Contract. For avoidance of doubt, the Burnel line connected to UCC's Seadrift Operations is Intermediary Equipment.

(h)“Major Sites” means the following four sites: UCC's West Virginia Operations in the vicinity of South Charleston, WV; UCC's St. Charles Operations, in the vicinity of Hahnville, LA; UCC's Texas City Operations in Texas City, TX; and UCC's Seadrift Operations in the vicinity of Seadrift, TX.

(i)“Net Supply Cost” means the following costs, to be determined in accordance with the then-current cost accounting practices applied by TDCC consistent with GAAP: (1) for hydrocarbon feedstocks, the cost of purchases of such hydrocarbon feedstocks (and transportation and storage thereof, except as provided otherwise by the delivery terms of Section 4(b)(2)) under Third-Party Contracts, using the weighted average cost of TDCC's U.S. Gulf Coast pooled inventory and purchases, net of related sales and exchanges, and (2) for monomers and aromatics, the cost of purchases of such monomers and aromatics (and transportation and storage thereof, except as provided otherwise by the delivery terms of Section 4(b)(2)), using the market price for such monomers and aromatics under U.S. Gulf Coast Third-Party Contracts.

(j)“Separate Contract” means an agreement, which pre-exists the Effective Date, between one or more third parties and one or more UCC Members, including without limitation any such agreement (1) for supply, delivery, storage or transportation of products to UCC or its designee, and/or (2) for the swap or exchange of any products.

(k)“Small Sites” means the UCC Group's locations other than the Major Sites.

(l)“Term” has the meaning given to it in Section 1.

(m)“Third-Party Contracts” means contracts between the purchaser (i.e., TDCC or a TDCC Affiliate) and a third party that is not an Affiliate of such purchaser.

(n)“UCC Group” means UCC and the UCC Subsidiaries, collectively.

(o)“UCC Member” means a member of the UCC Group.

(p)“UCC Subsidiary” means a direct or indirect wholly-owned U.S. subsidiary of UCC

(1)Products: 100% of the UCC Group's procurement requirements for hydrocarbon feedstocks, and monomers and aromatics (to supplement the UCC Group's production of monomers and aromatics), and except to the extent supply of such products is arranged in accordance with Sections 3(a)(2) or 3(c), below, or is procured by a UCC Member pursuant to a Separate Contract.

(2)Services. TDCC shall provide: management of the UCC Group's hydrocarbon business matters, including without limitation: (i) management of hydrocarbon contracts (including without limitation Separate Contracts); (ii) communications, as required, with the UCC Group's management and authorized representatives, as well as with any of the UCC Group's external customers, in connection with such hydrocarbon business matters; (iii) monitoring of the UCC Group's and industry supply/demand balances of hydrocarbon products; (iv) the implementation of both short and long term strategic positions in hydrocarbon products, and only to the extent related to this Section (2)(iv) energy products; and (v) as mutually determined by UCC and TDCC, provision to the UCC Group of applicable accounting and computer systems to

manage the other services supplied to the UCC Group under this Agreement. To the extent a UCC Member elects to separately arrange the supply of any one or more of the foregoing services, in whole or in part, such supply is outside the scope of this Agreement.

Except to the extent supplied by TDCC pursuant to Section 3(a)(1) above, or procured by a UCC Member pursuant to a Separate Contract, and subject to Section 3(c), below, TDCC shall also arrange the supply and sales of feedstocks, monomers, aromatics, as described below:

(c)A representative list of products to be supplied to the UCC Group in connection with this Agreement is set forth in Exhibit A, attached to and hereby made part of this Agreement (“Exhibit A”).

execute those business documents and contracts in the name of UCC which are necessarily issued in conjunction with the services and products being provided by TDCC to UCC under this Agreement. TDCC accepts such appointment and grant. To the extent applicable, UCC shall cause each UCC Subsidiary to make a similar appointment and grant, and TDCC hereby accepts such appointment and grant. TDCC is not liable for Claims (as defined in Section 8(E), below) made by third parties with respect to the acts or omissions of TDCC when acting as agent for a UCC Member, except to the extent such Claims arise as a result of TDCC's gross negligence or willful misconduct.

TDCC warrants that all product purchased from TDCC by a UCC Member hereunder shall meet the specifications set forth in Exhibit A. THE FOREGOING IS TDCC'S SOLE WARRANTY REGARDING PRODUCTS AND SERVICES SUPPLIED UNDER THIS AGREEMENT, AND IS MADE EXPRESSLY IN LIEU OF AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION THOSE PROVIDED BY STATUTE OR COMMON LAW. TDCC MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR SERVICES SUPPLIED HEREUNDER. EACH UCC MEMBER, WITH RESPECT TO ANY PRODUCT RECEIVED BY SUCH UCC MEMBER HEREUNDER, ASSUMES ALL RISK, RESPONSIBILITY AND LIABILITY RESULTING FROM THE USE OR APPLICATION OF SUCH PRODUCT, AND TDCC SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR THE USE OR APPLICATION OF ANY SUCH PRODUCT.

UCC shall make payments to TDCC for product purchased and services rendered hereunder within five (5) business days of the receipt of TDCC's invoice. Invoices shall be issued once per month as soon as possible after the end of such month.

The determination of quantity and quality of product purchased by a UCC Member from TDCC hereunder shall be made in accordance with the customary procedures and practices of the industry.

(b)WITH RESPECT TO ARRANGING THE SALE OF MONOMERS, AND AROMATICS, (“ARRANGED SALES”), TWO PERCENT (2%) OF THE AMOUNT RECEIVED BY THE UCC MEMBER FOR THE ARRANGED SALES TO WHICH SUCH DAMAGES RELATE; AND

(E)(1)    TO THE EXTENT PERMITTED BY APPLICABLE LAW, UCC ASSUMES THE ENTIRE RESPONSIBILITY AND LIABILITY FOR, AND SHALL PROTECT, DEFEND, INDEMNIFY, AND HOLD

HARMLESS TDCC FROM AND AGAINST, ANY AND ALL CLAIMS WHICH ARE MADE, ASSERTED OR ALLEGED AGAINST TDCC BY ANY ONE OR MORE UCC MEMBERS OR ANY OTHER PERSON, OR WHICH ARISE IN FAVOR OF ANY ONE OR MORE UCC MEMBERS OR ANY OTHER PERSON, ORIGINATING FROM ANY SOURCE IN CONNECTION WITH (a) TDCC ACTING AS AN AGENT OR DELEGATE FOR ANY ONE OR MORE UCC MEMBERS, AND/OR (b) THE FAILURE OF A UCC SUBSIDIARY TO FULLY ACCEPT, ABIDE BY, OR COMPLY WITH, THE TERMS OF THIS AGREEMENT, AND/OR (c) ARRANGED PURCHASES AND/OR ARRANGED SALES, AND/OR (d) THE USE OR APPLICATION, BY A UCC MEMBER OR ANY OTHER PERSON, OF ANY PRODUCT SUPPLIED UNDER THIS AGREEMENT.

IT IS TDCC AND UCC'S INTENT REGARDING SUCH CLAIMS THAT, SUBJECT TO SECTION 8(E)(2) BELOW, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS TDCC AGAINST ALL OF THE CONSEQUENCES OF

(X) (I)    THE NEGLIGENCE, FAULT, AND/OR STRICT LIABILITY OF TDCC OCCURRING JOINTLY, CONCURRENTLY, AND/OR COMPARATIVELY WITH THE NEGLIGENCE, FAULT, AND/OR STRICT LIABILITY OF A UCC MEMBER AND/OR ANY PERSON OTHER THAN TDCC, OTHER THAN THE SOLE NEGLIGENCE, IMPUTED SOLE NEGLIGENCE, SOLE FAULT AND/OR SOLE STRICT LIABILITY OF TDCC ADDRESSED IN SECTION 8(E)(2)(X)(II) BELOW; AND

(X) (II)    THE SOLE NEGLIGENCE, IMPUTED SOLE NEGLIGENCE, SOLE FAULT, AND/OR SOLE STRICT LIABILITY OF TDCC, UNMIXED WITH NEGLIGENCE, GROSS NEGLIGENCE, FAULT, AND/OR STRICT LIABILITY OF A UCC MEMBER AND/OR ANY PERSON OTHER THAN TDCC; AND

(Y)     THE NEGLIGENCE, GROSS NEGLIGENCE, FAULT, AND/OR STRICT LIABILITY OF A UCC MEMBER AND/OR ANY PERSON OTHER THAN TDCC, INCLUDING BUT NOT LIMITED TO JOINT, COMPARATIVE, AND/OR CONCURRENT NEGLIGENCE, FAULT, AND/OR STRICT LIABILITY OF SUCH UCC MEMBER AND/OR ANY PERSON OTHER THAN TDCC.

(a)“BODILY INJURY” MEANS ANY BODILY INJURY OF ANY KIND OR CHARACTER, INCLUDING WITHOUT LIMITATION, ANY ONE OR MORE OF THE FOLLOWING, COLLECTIVELY AND INDIVIDUALLY: PHYSICAL PAIN AND SUFFERING, ILLNESS, SICKNESS, DISEASE, IMPAIRMENT OF PHYSICAL CONDITION OF THE BODY, OR DEATH, AS WELL AS ANY PERSONAL INJURY INCLUDING, BUT NOT LIMITED TO, ANY INVASION OF PERSONAL RIGHTS SUCH AS LIBEL OR SLANDER, CIVIL RIGHTS VIOLATION, INVASION OF PRIVACY, TORTIOUS INTERFERENCE WITH A CONTRACT, OR MENTAL SUFFERING OF ANY TYPE.

(b)“CLAIMS” MEANS ALL CLAIMS OF ANY KIND OR CHARACTER, INCLUDING WITHOUT LIMITATION, ANY ONE OR MORE OF THE FOLLOWING, COLLECTIVELY AND INDIVIDUALLY: LOSSES, COSTS (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' COURT COSTS, AND OTHER COSTS OF SUIT), DEMANDS, DAMAGES, JUDGMENTS, PENALTIES, LIABILITIES,

DEBTS, LAWSUITS AND CAUSES OF ACTION OF WHATEVER NATURE AND CHARACTER, WHETHER ARISING OUT OF OR RELATED TO CONTRACT (INCLUDING, WITHOUT LIMITATION, RELATED TO DELAYED DELIVERY, NONDELIVERY, PRODUCT QUALITY OR DEFECTIVE PRODUCT), TORT, STRICT LIABILITY, BREACH OF WARRANTY, PRODUCTS LIABILITY, MISREPRESENTATION, VIOLATION OF APPLICABLE LAW, AND/OR ANY SOURCE OR CAUSE WHATSOEVER, WITHOUT LIMIT AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING OUT OF OR ALLEGED TO ARISE OUT OF BODILY INJURY OR LOSS OF PROPERTY.

(c)“PERSON” MEANS ANY NATURAL PERSON, OR ANY COMPANY, CORPORATION, GENERAL OR LIMITED PARTNERSHIP, LIMITED LIABILITY COMPANY, JOINT VENTURE, ORGANIZATION, ASSOCIATION, OR OTHER ENTERPRISE OR ENTITY.

Failure (in whole or in part) or delay on the part of either TDCC or a UCC Member in performance of any of the obligations imposed upon it shall be excused and such party shall not be liable for damages or otherwise when such failure or delay is beyond the control of TDCC or such UCC Member (“force majeure event”). Such events include, but are not limited to, the following: labor difficulties, total or partial loss or shortage of raw component material or products ordinarily required by TDCC; breakdown, either total or partial, of either party's equipment, or act of God or nature. However, the settlement of strikes or lockouts shall be entirely within the discretion of the party having the difficulty. TDCC agrees to give written notice to UCC, and UCC agrees to give written notice (for itself and on behalf of the other UCC Members) when experiencing a force majeure event as soon as practicable.

Upon cessation of the cause or causes for any such failure or delay, performance hereof shall be resumed as soon as practicable. Such failure or delay shall not operate to extend the duration of this Agreement nor obligate either TDCC or any UCC Member to make up deliveries or receipts of product. If, by reason of any such circumstances, TDCC's supply of product shall be insufficient to meet all of its requirements, TDCC shall apportion among any and all existing contract purchasers, including without limitation its Affiliates, in an equitable manner so that all parties share the product in proportion to their take prior to the circumstance reducing availability.

TDCC does not assume patent responsibility for the use by a UCC Member of product delivered hereunder. The use of product may or may not constitute an infringement of patents. A UCC Member receiving product hereunder assumes full responsibility and liability for patent infringement in connection with any use of such product by such UCC Member.

In addition to the amounts to be paid under Section 4, above, (a) with respect to products purchased by a UCC Member from TDCC under this Agreement, such UCC Member shall also pay all taxes and duties, other than taxes measured by TDCC's net income, that are increased or levied, now or in the future, in connection with the manufacture, sale, use, consumption, storage, transportation or disposal of such products, and (b) with respect to services supplied by TDCC to a UCC Member under this Agreement, such UCC Member shall also pay all taxes and duties, other than taxes measured by TDCC's net income, that are increased or levied, now or in the future, in connection with the supply of such services

No claim or right arising out of a breach of this Agreement can be discharged in whole or in part unless agreed to in writing executed by TDCC and UCC. Any such waiver shall not be deemed to be a waiver of any subsequent breach.

No right or obligation under, or interest in, this Agreement shall be assigned without prior written consent of both TDCC and UCC; provided, however, that TDCC may assign any part of its interest in, or any of its rights or obligations under, this Agreement to any TDCC Affiliate at any time without prior written consent from UCC.

This Agreement shall be governed by the laws of the State of Texas, without regard to the conflict of laws principles thereof.

All notices, demands, requests and other communications provided for in this Agreement shall be given in writing, delivered in person (including without limitation via commercial courier) or via Certified or Registered U.S. Mail, with return receipt, and addressed to the party to be notified as follows:

or, in the case of either UCC or TDCC, to such other address as such party may hereafter specify by written notice to the other. All such notices, requests and communications shall be effective upon receipt.

(1)Representative Products. The following is a representative list of the products to be supplied to the UCC Group in connection with this Agreement (i.e., some or all of the following products, as well as products not listed, will be supplied to the UCC Group under this Agreement):

(2)Specifications. All products purchased by a UCC Member from TDCC under this Agreement shall meet the then-current TDCC product specification or such specifications as TDCC reasonably determines (e.g., in connection with any of the services or consultation provided by TDCC under this Agreement) will meet such UCC Member's product quality requirements.