AGREEMENT OF PURCHASE AND SALE BETWEEN ASHLAND INC. is (2023)

(a) Within one hundred twenty (120) days of the Closing Date, Ashland will provide Buyer with a statement of unfunded liability (the “

') and shall provide the Purchaser and its accountants, actuaries, consultants and other representatives with copies of all plan documents, inventory information, asset allocation calculations, other written materials substantiating the plan's provisions and, if desired, examples and explanatory calculations of individual liabilities, each to the extent related to the review of the Statement of Unfunded Liabilities or to the extent necessary to repeat the actuarial valuations provided for in this Section 2.11 in connection with the review of the Purchaser pursuant to this Section 2.11 ( a "

"")."

"means, with respect to all non-U.S. Ashland Ported Pension Plans, the aggregate amount in excess of the Defined Benefit Obligation ("

") or the accrued pension liability ("

"), as applicable, for annuity or post-service benefits, as applicable, under any such plans required by law to be transferred to the purchaser in excess of the value of the plan assets required by law to be transferred for required by the purchaser with respect to each of these plans, calculated in accordance with GAAP as of the day before the Expiration Date for all transferring employees and in accordance with the applicable plan rules, determine that the unfunded liability is calculated from the day prior to the closing date of the GAAP financial statements using the same actuarial assumptions and methods used by Ashland or its respective subsidiaries to determine PBO and APBO used in accordance with GAAP for Ashland's financial statements which expired on September 30, 2010.

(b) The buyer may dispute the amounts specified in the Uncovered Liability Statement line items (each “

'), but only based on (a) mathematical errors or (b) the status of the unfunded liability not calculated in accordance with this Section 2.11;is offered,Howeverand, in each case, Buyer shall notify Ashland in writing within fifty (45) days of the later of (i) any disputed item of Uncovered Liability and shall reasonably state the disputed amount and basis thereof; the date Buyer received the Disclaimer and (ii) the date Buyer received the underlying data. Buyer's failure to notify Ashland of disputed Unfunded Liability items within this period shall constitute Buyer's final and binding decision as to acceptance of all items in the Unfunded Liability Statement.

(c) If notice of disputed liability is requested pursuant to paragraph (b) above, Ashland and Buyer must be notified within ten (10) business days of the date of such service (the “

"), negotiate in good faith to resolve Uncovered Liability Disputes. If the parties reach an Uncovered Liability Agreement during the Resolution Period, this Agreement must be evidenced in writing and the Uncovered Liability Statement (as revised pursuant to this Written Agreement) is evidenced in writing as of the date of this Agreement and is binding. If the parties fail to reach an agreement during the Uncovered Liability Resolution Period, Ashland and Buyer will escalate any unresolved Unresolved Liability issues to a independent actuary whom Ashland and Buyer agree to contact (the “

The Actuarial Arbitrator shall render a decision, acting as an expert and not as an arbitrator, with respect to any unresolved dispute relating to the Unfunded Liability within thirty (30) days of its engagement by Ashland and Purchaser, and the decision shall be in accordance with the rules set forth in this Section 2.11 Within such thirty (30) day period, the actuarial intermediary shall provide Ashland and Purchaser with a report setting forth (i) its adjustments, if any, to its statement of unfunded liabilities; and (ii) the calculations supporting such adjustments.160 This report is final, conclusive and binding on the parties. Ashland and the buyer will share equally all costs associated with engaging the actuarial mediator.

(e) All payments required to be made pursuant to paragraph (d) shall be made by the party obligated to make such payment pursuant to this Section 2.11 (a “

’) in the other part (the “

'), for itself and on behalf of its subsidiaries (if any), within ten (10) days of verification of the agreed unfunded liability, in US dollars, by transfer of readily available funds in accordance with the recipient's written instructions to the paying party (instructions must be given by the recipient immediately and no later than (8) days after the determination of the agreed unfunded liability (or such later date as may be agreed between Ashland and the Purchaser)), together with interest thereon of the date amount from the Closing Date to the date of such payment, with interest equal to the interest rate on the Closing Date.

Instead, on the date following compliance with or waiver of these terms, whichever is earlier, on (a) one business day before or during the Marketing Period as determined by Buyer on at least three (3) business days notice after Ashland and (b) the last day of the Trading Period, each subject to compliance with or waiver of the conditions set out in Article 4 from the date set out in accordance with paragraph (a) or (b) above or on another date; time or any other place as agreed in writing by the parties. The date on which the Closing occurs is the Closing Date (the "Closing Date").

"). All acts to be done and documents to be executed and delivered upon completion shall be deemed to have been taken, executed and delivered at the same time and no action, performance or delivery shall be effective until all have been completed, except except as expressly provided herein Closing shall be effective in any jurisdiction to which the Transferred Assets are transferred and assumed responsibilities shall be assumed by Buyer or the relevant purchasing entity as of the Effective Date.

(b) (i) Notwithstanding anything herein to the contrary, (A) if any of the conditions set forth in Section 4.1(d)(ii) have not been satisfied by the Expiration Date (without reference to Section 4.1(d) ) ( (ii)) due to conditions in one or more specified foreign jurisdictions (each such jurisdiction being "

') and (B) all other conditions in Article 4 are satisfied or waived, then the transfer of the transferred assets and the assumption of the assumed liabilities will take place in each of such deferred jurisdictions (such transferred assets and assumed liabilities for each jurisdiction postponed together, A"

(or if the parties waive these terms. Subject to Section 7.2, the parties will use all reasonable efforts to ensure that the Deferred Transfer occurs as soon as practicable after the Closing Date. For the avoidance of doubt, the Closing Date shall not be deferred as a result of such failure and there is no change in the amount paid at closing pursuant to Section 2.7 as a result of a deferred transfer.

(ii) From and after the Closing and until such time as any Deferred Transaction has been transferred to Buyer (or its Designated Affiliate) pursuant to Section 3.1(b)(vi) or Section 3.1(b)(vii) ) ( every A"

") such Deferred Transactions (including any cash equivalents generated therefrom) will be held for the benefit and account of Buyer (or its Designated Affiliate) and will be managed and operated by Ashland and its Affiliates on behalf of Buyer ( or its Designated Affiliate) and is based on all profits, income, losses, taxes and tax benefits or other items accruing to Buyer's (or its designated affiliate's) account in accordance with applicable law.

(vii) If the Deferred Transfer of a Deferred Transaction has not occurred before or on the first anniversary of the Closing Date, Ashland or the relevant Asset Sales Company may, at any time upon delivery of written notice to the Purchaser (each a “

"), elect to sell any remaining deferred business to a third party;is offeredthat Ashland or such Asset Selling Corporation will transfer the net proceeds (ie, the purchase price paid for the deferred transaction, less any transaction expenses, including reasonable attorneys' and other advisors' fees) from this sale to the Purchaser and complete the sale in a manner set forth in Consistent with the manner in which Ashland would effect any sale as if it were selling the Deferred Business for its own account.

(a) At the Closing, Ashland, on its own behalf and as agent for the Asset Sales Corporations and their Subsidiaries, will deliver or cause to be delivered the instruments and documents listed on the Purchaser on its own behalf and as agent for corporate buyers

.

(b) At closing, Buyer, itself and as agent of the Purchaser Companies, will deliver to Ashland for itself and the agent of the Asset Selling Companies: (i) an amount equal to the Closing Date Amount less Unfunded Obligations Estimated via bank account transfer in dollars to readily available funds in accordance with Ashland's written instructions pursuant to Section 2.7. and (ii) the means and documents provided for in

.

(e) Purchaser must have obtained releases of liens listed below

.

The execution and delivery of this Agreement by Ashland, the execution and delivery of the Amendments by Ashland or an asset sales company and the consummation of the contemplated transactions will not constitute and will not hereafter constitute a violation of any provision of Ashland's organizational documents. or sale of any company assets, (ii) subject to obtaining any necessary consents or authorizations, conflicts with or results in a breach or constitutes a default or results in termination, cancellation or acceleration (whether after issuance). termination or expiration or both) of any right or obligation of Ashland or an Asset Sales Corporation under any contract to which Ashland or an Asset Sales Corporation is a party or to which the transferred Assets are subject shall have the effect of creating or impose liens on any of the Transferred Assets or result in the cancellation, modification, revocation or suspension of any material license or permission, authorization or approval with respect to the Transferred Assets or (iii) agree to comply with the matters listed in the

violates any relevant law of any governmental authority applicable to Ashland or a company selling the Assets or the Transferred Assets or any order against Ashland or a company selling the Assets or the Transferred Assets, except as provided in paragraphs (ii) and (iii) . ), for any breach, conflict, violation, omission, termination, cancellation, acceleration, modification, revocation or suspension that would not, individually or collectively, have a Material Adverse Effect.

The execution and delivery of this Agreement by Ashland and the execution and delivery of the Additional Agreements by Ashland and each Asset Sales Corporation, and the performance of their respective obligations hereunder and hereunder, shall not require the submission or release, consent or the approval of any government, unless otherwise provided

and, except for any filing, approval, consent or approval, the failure to execute or obtain it would not have a material adverse effect.

Ashland has provided the Purchaser with the Company's audited balance sheets and statements of invested capital as of September 30, 2007, 2008 and 2009 and June 30, 2010, respectively, and the Company's audited statements of income and cash flows. for the twelve months ended September 30, 2007, 2008 and 2009 and the nine months ended June 30, 2010 and related notes to these financial statements (the "

"). and the periods disclosed therein, in accordance with GAAP consistently applied by Ashland.

(ONE)"

“means those who own immovable property, as defined below;

, owned by Ashland or an asset sale company and used in connection with the Company. Unless otherwise indicated

There is (x) no property (other than Owned Property) owned by Ashland or an Asset Sales Company used in connection with the Company and (y) there are no Encumbrances on Owned Property other than Permitted Liens and Proposed Liens.

(SI)"

“means (i) all Leased Properties as defined below;

subject to youLeases in favor of Ashland or a company selling assets to be used in connection with the business and (ii) the right of any purchaser to occupy and use space in the office building from and after the closing pursuant to a license, grant of license or similar agreement , owned or leased by Ashland and located in Dublin, Ohio, Barendrecht, Netherlands and Shanghai, China (collectively, "

"). Except as set forth in

, (c) there are no rental properties (other than leased properties) subject to a lease in favor of Ashland or an asset sales company used in connection with the business, (x) to the knowledge of Ashland, there are no reported real estate leases

amended or modified orally or in writing, (y) each of the Property Leases shall be valid and binding upon Ashland if Ashland is a party thereto and any Asset Sales Corporation which is a party thereto and known to Ashland, in any other party and is in full force and effect and (z) neither Ashland nor any Asset Selling Corporation is in breach of or fails to perform any property lease that would individually or collectively result in a Material Adverse Effect.

(a) Except for the Agreements listed below

(pass away"

'), and except for agreements entered into after the date of this Agreement and except for agreements that constitute Excluded Assets, neither Ashland nor any Asset Sales Corporation is a party to:

(iii) any contract that contains (x) "take it or pay it", minimum purchase requirements, similar mandatory requirements or purchase or sale obligations, (y) any restrictions on the purchase or sale of any goods or services in any territory or to customers or (g) any provisions relating to exclusive agreements, as the case may be, with the Company's principal suppliers or customers, as below

;

(v) any contracts for the purchase of raw materials or inventory with major suppliers as defined below

for each of the Company's Chemicals, Plastics and Composites segments (each based on that segment's total raw material purchases and inventories for the twelve months ended June 30, 2010);

Subject to permitted liens and proposed liens, Ashland and each asset sales company shall be entitled to or in the case of leased tangible personal property, fleet vehicle leases or leased real estate referred to herein.

, valid leasehold rights to all of its transferred physical assets (other than Intellectual Property Rights, which are the subject of Section 5.10).

(mi)

This Agreement lists all transferred properties and all off-site locations (i) where Ashland is currently engaged or financially involved in an assessment, response, removal, remediation, remedial action, or related monitoring activity to address a release of Hazardous Material; , which occurred prior to the date of this Agreement, or (ii) with respect to which Ashland has received written notice of potential claim or written notice of potential liability with respect to any release of hazardous material prior to the Closing Date that may occur in the future as a result of an assessment, response, removal, remediation, corrective action or related monitoring activities.

contains a list of (i) any material regulatory approvals that constitute a Transferred Asset (only for the purposes of this Section 5.16, all approvals necessary for the transfer of such regulatory approvals to the buyer shall be deemed to have been obtained) and (ii) all material permitted by the government, non-transferable to the buyer, from time to time held or sought by an asset sales company in connection with the ownership of the transferred assets or the operation of the business (other than business licenses, tax registration, export). /Import permits and other similar government permits of general application). Neither Ashland nor any Asset Sales Company has received written notice that any governmental approval constituting a Transferred Asset is not in full force and effect and no claim or proceeding is pending. Knowledge of Ashland has threatened to revoke this government approval for revocation or limitation.

(c) In relation to employees, except in contracts provided for in

(pass away"

") neither Ashland nor any Asset Selling Corporation is a party to or bound by any union agreement or collective bargaining agreement, except as set forth in

To Ashland's knowledge, there is no such contract or agreement in effect or being negotiated by or on behalf of Ashland or an asset sales company and there is no employee advisory body representing employees.

(d) Unless otherwise stated

During the 90 days prior to the date of this Agreement, Ashland did not cause the termination of any employees billed solely from a business cost center located primarily in the United States.

(ONE)

lists all major employee benefit plans as of publication date. With respect to each of these Seller Benefit Plans maintained for the benefit of employees primarily located in the United States (and any trust, policy or fund related thereto), Ashland will provide Buyer with true and complete copies of all documents of the plan and brief descriptions of the plan, the most recent determination letter (or opinion letter) received from the IRS, the most recent annual Form 5500 reports, and the most recent actuarial report. Within thirty (30) days of the date of this Agreement, Ashland and Asset Selling Corporations shall provide Buyer with each material seller benefit plan maintained for the benefit of employees primarily residing outside the United States and the most recent actuarial report for each of these apartments benefits seller.

(g) Except as provided below

or as expressly provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the contemplated Transactions (i) will result in any payment (including severance, unemployment insurance, golden parachute, bonus or otherwise) to any Member; . (ii) significantly increase any benefits that Ashland or an Asset Sale Company would otherwise pay to an employee; (iii) result in an acceleration of the payment or vesting period of any award or benefit or result in additional service credits under a Seller Benefit Plan, each with respect to an employee; or (iv) result in an asset of the Seller The Company or another von Ashland partner that is an employer participating in a UK defined benefit plan ceases to contribute fully to that UK defined benefit plan.

(THE)

lists each supplier benefit plan that provides compensation to employees in the form of equity or stock in Ashland or an asset sales company.

(a) Since January 1, 2008, none of Ashland, an Asset Sale Company or, to the knowledge of Ashland, any director, officer, employee, agent or other representative of Ashland or an Asset Sale Company has been found guilty of of the violation committed against the United States The Foreign Corrupt Practices Act of the United States, as amended (the “

") and acquire or maintain a business connected with the business, offer, pay or pay or authorize the payment of money or other things of value, directly or indirectly, to:

(a) Purchaser has received (i) a signed commitment letter dated as of the date of this Agreement (including all Schedules, Schedules and amendments as of the date of this Agreement) that “

"), κάνουν Bank of America, N.A. e Merrill Lynch, Pierce, Fenner & Smith Incorporated (coletivamente, a "

') to provide up to $600,000,000 in debt financing to Purchaser at closing (the “

') and (ii) a signed letter of assignment dated as of the date of this Agreement (including all Attachments, Attachments and Amendments as of the date of this Agreement that are "

" and together with the Commitment Letter the "

'), by TPG Partners VI, L.P., an affiliate of Buyer (the '

') to provide the Purchaser with up to $400,000,000 in equity financing (the “

and along with debt financing

"). Proceeds from the financing or any alternative financing agreed upon pursuant to Section 7.6(c) will be used to pay the Purchase Price and fees and expenses related to the Proposed Transactions and Transactions under the Enabling Agreements. The buyer has provided Ashland with a true, complete, accurate and fully executed copy of each Commitment Letter and has provided Ashland with a true, complete, accurate and fully signed copy of each Commitment Letter entered into in connection with the Alternative Financing. a valid, legal, binding and enforceable obligation of the parties. The engagement letter so provided is in full force and effect and constitutes a valid, legal, binding and enforceable obligation known to Buyer and Buyer to Buyer and the other parties (is offeredthat if the Purchaser has entered into Alternative Financing, the term "Debt Commitment Statement so provided" shall be construed for the purposes of this decision as a commitment statement in connection with such Alternative Financing. Any Alternative Financing agreed to pursuant to Section 7.6(c) (including any new Financing Commitments) effective after the date hereof (x) shall be from the date of execution of the relevant Commitment Letters until the Closing Date or otherwise; whichever comes first, will be in full force. Once the replacement alternative financing (including a new financing commitment) is created in accordance with Section 7.6(c) and (y), it shall be a valid, legal, binding and enforceable obligation of the Buyer, subject to the buyers' knowledge of other parties. Further (i) except as expressly permitted in Section 7.6(c) or with the express written consent of Ashland, (x) no Commitment Letter (or any Commitment Letter related to the Alternative Financing) has been amended, modified or modified by otherwise, (y) the funding commitments in any Commitment Letter (or any Commitment Letter related to Alternative Financing) have not been withdrawn or cancelled; and (z) the Funding Commitments in any Commitment Letter (or any Commitment Letter related to alternative financing) have not been canceled in any way (and no party has indicated an intention to do so).

withdraw), (ii) none of the Purchasers or their affiliates is in breach of any term or condition set forth in any Commitment Letter (or any Commitment Letter relating to Alternative Financing). and (iii) provided that the representations are accurate and Ashland's warranties comply with Section 5, in all material respects and as of the date of this Agreement, no event has occurred which, with or without notice, would lapse of time or otherwise, could be considered a breach by the Buyer Party of any term or condition of the Indemnity Letter. Buyer has paid in full all commitment fees and other fees related to commitment letters (or any commitment letter related to alternative financing) payable as of the date of this Agreement and will pay all fees due in the future. There are no side letters or other agreements, arrangements or understandings (written or oral) relating to the financing (other than commitment letters and fee letters) to which the Purchaser or any of its Affiliates (including the Sponsor Fund) is a party part. party that imposes additional conditions precedent to the completion or availability of the Debt Financing or Alternative Financing or that may otherwise affect or delay the completion or availability of the Debt Financing or Alternative Financing.

(b) Assuming the accuracy of the representations and warranties set forth in Section 5 in all material respects and compliance with Ashland's obligations under Section 7.6 and subject to compliance with or waiver of the conditions set forth in Sections 4.1 and 4.2 , pursuant to paragraph As of the date of this Agreement, Buyer has no reason to believe that any term of the Financing Commitment (or alternative financing that may be contemplated in a future Alternative Financing Commitment Letter) will not be satisfied on the Expiration Date or that the Financing or any part thereof (or, if alternative financing is agreed to in Section 7.6(a), the Alternative Financing or any part thereof) shall not be available to Buyer on the Closing Date. The net proceeds of (i) the Financing, if funded pursuant to the Closing Commitments, or (ii) in the event that Alternative Financing is obtained pursuant to Section 7.6(a), such Alternative Financing, if funded pursuant to the related Commitments , constitute all of the financing required to consummate the Proposed Transactions under this Agreement and sufficient to satisfy all of the obligations of the Purchaser under this Agreement and the performance of any Agreements, including the payment of the Purchase Price and all other amounts due in connection with the consummation of the Proposed Transactions and the Transactions under the Fulfillment Agreements. There are no conditions precedent or other contingent liabilities (not even in a letter of consideration between the buyer). and the creditors (the

)) (i) the availability of "Flexible Purchase" provisions set forth in a Commitment Letter (or Commitment in respect of Alternative Financing) or Fee Letter (or Commitment Letter in respect of Alternative Financing), (ii) except as specifically set forth in Debt Commitment Letter (or in any Alternative Financing Commitment Letter), the obligations of all creditors to finance the Debt Financing or any Alternative Financing that replaces the Financing and (iii) other than the Capital Commitment Letter expressly provided, limited to the commitment of the Fund Sponsor for financing the Financing with shares.

Except as set forth in

To the best of Buyer's knowledge, the execution and delivery of this Agreement and the Amendments by Buyer and the relevant Buyer Companies and the performance of their respective obligations under this Agreement and the relevant Buyer Companies by Buyer and the relevant Buyer Companies have not subject to and will not be subject to the filing or release, consent or approval of any governmental authority, except for any filing, release, consent or approval the failure of which would not have a material adverse effect on Buyer.

Concurrently with the execution of this Agreement, Purchaser has provided Ashland with a limited guarantee dated as of the Agreement Date through the Sponsor Fund securing certain of Purchaser's obligations under this Agreement (the “

"). The Sponsor Guarantee is in full force and effect and constitutes a valid, legal, binding and enforceable obligation of the Sponsor Fund. No event has occurred that would constitute a default, with or without notice, lapse of time or both. Nothing in This Section 6.8 shall not be construed to limit in any way Ashland's right to seek one or more injunctive relief to prevent violations of this Agreement and specifically to enforce the terms and provisions of this Agreement as provided in Section 11.17 and subject to limitations set forth in Section 11.17.

Transactions (which include providing any information required by applicable law in connection with any licenses, issuances or consents from or on file with any governmental authority), (ii) obtaining any consent, authorization (including any governmental approval and related warranties ), letter of credit or other financial guarantee), purchase orderor any approval or waiver from any governmental agency or other third party, public or private, that must be obtained by Buyer, Ashland or any asset sales company in connection with the acquisition of the Transferred Assets or the taking of any related action that provided for in this Agreement and (iii) complete all required registrations and filings with governmental agencies. 160;Without limiting the foregoing, Ashland shall be responsible, at its own cost and expense, for compliance with all applicable requirements of the Industrial Site Remediation Act ("Industrial Site Remediation Act").

") in connection with the Proposed Transactions and prior to the Closing Date, Ashland is required by the New Jersey Department of Environmental Protection ("

') and must provide Buyer with (i) a "No Further Action Letter" (as defined in ISRA), (ii) a negative promise (as defined in ISRA), or (iii) an approved corrective action plan, or agreement ( as such terms are defined in ISRA) or (iv) any other written acknowledgment by NJDEP of an applicable waiver, waiver or approval permitted by ISRA.

(b) Without limiting Sections 2.3 or 7.1(a), Buyer, Ashland and the Asset Sales Companies shall cooperate in transporting, receiving or arranging for transportation or collection prior to the Closing or as soon as practicable thereafter, of any governmental approval, granted or required by environmental law, required by Buyer to own or operate the Company or the Transferred Assets (""

During the period commencing on the date of this Agreement and ending one hundred eighty (180) days after the Closing, which 180 day period may be extended in 30 (thirty) day increments by mutual agreement of the parties;Provided thatIn no event shall this aggregate period, including any renewals, expire later than twelve (12) months after the Expiration Date. (i) Buyer, Ashland and Asset Sales Corporations shall provide or cause the other parties to provide the other parties with any commercially reasonable assistance reasonably necessary in connection with the warranty (and/or termination if required by law or environmental regulations) of such required environmental permits, and (ii) if environmental permits are not obtained prior to Buyer's Closing, Ashland and the Asset Selling Corporations will use commercially reasonable efforts to cooperate in any reasonably proposed legal and reasonable agreement by either party; pursuant to which the Purchaser obtains the benefits of any environmental permits held by Ashland or the Asset Selling Companies in connection with the ownership or operation of the business or assets transferred after the Closing;is offeredthat such support and cooperation shall not entail any obligation to pay any consideration to any third party or governmental authority from which such environmental permits are sought pursuant to this Section 7.1(b), or to initiate, defend or participate in any dispute; or offer or grant any accommodation (financial or otherwise) to third parties; ANDis offered payment in advancethat Buyer will indemnify and hold Ashland Indemnitees harmless from any loss or liability arising out of or in connection with any environmental permit held by Ashland or the Asset Sales Corporations on Buyer's behalf pursuant to any agreement entered into pursuant to clause (ii) to the extent that they refer to a period of such agreement.

(c) Without limiting Section 7.1(a), (i) End Purchaser and Ashland shall negotiate in good faith to complete the schedules of the Commercial Agreements and Interim Agreements as provided in the forms of such Agreements attached hereto. and (ii) Ashland shall furnish to Purchaser by December 31, 2010 the Company's audited balance sheet and statement of invested capital, each as of September 30, 2010, and its audited statement of income and cash flows for the twelve month period then ended December 30, 2010 September 2010 and related notes, each of which has been prepared based on the financial statements.

(d) Prior to the Closing, Ashland will terminate or amend or reorganize each of (i) the Amended and Restated Transfer and Management Agreement dated March 31, 2010 by and among CVG Capital II LLC, a special purpose entity owned by ( “CVG”) , the Purchaser, certain conduits and independent investors referred to therein, Bank of Nova Scotia, PNC Bank, National Association, SunTrust Bank, SunTrust Robinson Humphrey, Inc., Wells Fargo Bank, National Association and various other group investors, managing agents, letter from the credit issuers and trustees that are parties to the agreement (the “TAA”) and (ii) the Sale Agreement dated November 13, 2008 between the Purchaser and CVG, as amended pursuant to the First Amendment to the Sales Agreement dated March 31, 2010 (the “Sales Agreement” and together with TAA, the “Accounts Receivable Securitization Facility”) in a manner that permits Ashland and the Sales Corporations to transfer trade receivables (other than assigned receivables) to the Purchaser and the purchasing companies in a manner normally accepted by asset-backed creditors for the purpose of securing asset-backed financing lines.

Section 7.2.Certain Government Matters.

(b) Both Ashland and Buyer (i) shall keep each other informed of the status of communications and requests or requests for additional information from any governmental competition authority and, to the extent possible, promptly respond to such requests or requests; Ashland and Buyer shall cooperate with and advise each other in making all filings, notices and other material actions pursuant to this Section 7.2, including, subject to applicable information exchange laws, allowing counsel other than the other party, any proposed written notice to a state competition authority and taking the other party's views thereon in good faith and providing the other party with copies of all documents and submissions filed by that party and all correspondence and other written communications between that party (and its advisors) and a state competition authority and any other information provided by that party and Ashland, the Asset Sales Companies or the Purchaser or Purchaser Companies, as the case may be, in a state competition authority or to that state competition authority in relation to the Proposed Transactions.however it is plannedthat the material can be processed before it is made available to the other party

(x) remove references to company valuation, (y) if necessary to comply with contractual agreements and (z) if necessary to resolve valid privilege or confidentiality issues and (ii) provide such information and assistance to others parties as such parties may reasonably require in connection with the preparation of depositions or regulatory proceedings by a state competition authority. Subject to and without prejudice to the provisions of this Section 7.2, each party agrees to cooperate and use its best efforts to assist in the other party's defense of the Proposed Transactions before a governmental competition authority reviewing the Proposed Transactions, including of providing any of the Proposed Transactions Transactions Proposals any information requested by a government competition authority or any assistance that may reasonably be requested by the other authority, as soon as possible, party to this defense.

(c) If any objection to the Proposed Transactions is raised by any state competition authority under applicable competition law or otherwise materially prevents, impedes or delays the completion of the Proposed Transactions or if any action is taken by any state competition authority or private party objects to any Proposed Transaction for violating applicable competition law or an injunction is issued prohibiting the Proposed Transactions, Ashland and Buyer will use their best efforts to resolve such objections or claims to the best of their ability to allow the consummation of the Proposed Transactions consummation, including the resolution of any objection or claim which, in any event, if not resolved, could reasonably prevent, impede or materially delay the consummation of the Proposed Transactions in the Event that any governmental competition authority or party party privately initiates (or threatens to initiate) any governmental or legal action or proceeding challenging the Proposed Transactions, Ashland and Buyer will cooperate in all respects and use reasonable efforts to contest and oppose any such action or proceeding; including the defense of the merits of any claim brought by any person in any court and the annulment, annulment, annulment or annulment of any order, judgment, injunction or other injunction, of a temporary, temporary or permanent nature, which is in force and which prohibits, prevents or restricts carrying out the proposed transactions.

(d) Both Ashland and Buyer will use their best efforts to obtain the expiration or termination of applicable waiting periods as soon as possible in accordance with applicable competition law. Ashland and Buyer shall not, directly or indirectly, extend such waiting period or enter into any agreement with any governmental competition authority to delay or fail to consummate the Proposed Transactions on the Closing Date, unless the other party to this Agreement has previously agreed in writing. Ashland and Buyer shall have no material contact with any state competition authority in connection with any filing or proceeding contemplated by this Section 7.2, unless Ashland consults with the other party in advance and, to the extent permitted by this state competition authority, provide the other party with an opportunity to participate.

(e) Without limiting the foregoing or any other provision of this Agreement, Buyer shall use reasonable efforts to take all necessary steps to avoid and remove any individual impediment under applicable United States competition law, if the is made by a governmental authority in The United States is required to facilitate the consummation of the proposed transactions, including (i) the proposal, negotiation, commitment and consummation of the sale, disposition or otherwise by Consent Decree, separately, as soon as practicable , indemnification or other disposition of the respective businesses, product lines or assets of Buyer and each Buyer Company (including the Transferred Assets) and (ii) otherwise use reasonable efforts to take or undertake to take any action that, with the consummation of the Proposed Transactions, restrict the Purchaser or the Purchaser Companies' freedom to act with respect to, or their ability to maintain, the business, product lines or assets (including the Transferred Assets) of the purchaser or company purchasers, in each case, to the extent necessary to waive or waive any injunctive relief, injunctive relief or other injunction in any action or proceeding under the United States competition laws that would otherwise have the effect of preventing or substantially delay in completing the proposed transactions. Buyer and the Buyer Entities agree not to dispose of, sell, dispose of, hold separately or otherwise take or take any action that limits their freedom to act with respect to Buyer's or Buyer's rights. Business (including transferred assets) if required by a US government agency.is offeredthat such action is contingent upon the completion of the proposed transactions;

Section 7.3.Update schedules.

(b) Upon receipt of such notice, Buyer shall have up to (i) five (5) Business Days after receipt of such notice and (ii) two (2) Business Days prior to the Closing Date to timely terminate this Agreement at an earlier date pursuant to Section 8.1(d) if, as a result of the notice, the condition precedent to Buyer's obligation to close pursuant to Section 4.2(b) or (d) is not satisfied by providing Ashland with a written notice pursuant to Section 11.1 . If Buyer does not exercise this right of termination, the additional disclosures provided by Ashland will be considered part of the plans delivered to Buyer on the date of this Agreement for the sole purpose of determining whether the condition precedent to Buyer's obligation as set forth exists in Section 4.2 (b) or (d) the conditions to close are met. For the avoidance of doubt, such additional disclosures regarding damage claims relating to representations and warranties made after the date of this Agreement are disregarded.

(c) Subject to the foregoing, each party acknowledges that this Section 7.3 is not intended to delay or postpone the Expiration Date and, except as set forth in this Section 7.3, the exercise or non-exercise thereof; by any party of any right, power or privilege under this Section 7.3 shall not constitute a waiver of any other right, power or privilege of such party under this Agreement.

Section 7.4.Certain tax matters.

(iii) To the extent required by Ashland and at Ashland's expense, Buyer shall reasonably cooperate with Ashland in requesting and obtaining any available tax refunds for tax periods prior to the Effective Date.

(ii) The parties intend that any sale of the Transferred Assets within the EU will be treated as a TOGC by the relevant tax authority and the parties will use all reasonable efforts to ensure that such sale is treated as such. This obligation is not mandatory. Ashland may appeal to a court or arbitral tribunal against a tax authority's determination that the Sale does not constitute a TOGC, unless Buyer has promptly notified Ashland that such an appeal or challenge is necessary and Ashland agrees to indemnify Ashland against any sunk costs and expenses that Ashland may incur in taking such necessary actions.

(iii) Ashland and the Buyer ensure that the person who, at the time of the contract, keeps VAT records in relation to the Company, will keep such records for the periods required by applicable tax law and will provide them to the other party or permits its agents during such periods to have the opportunity, at any time and subject to reasonable written notice, to inspect and copy such records at the expense of the person requesting such inspection and/or copies.

(iv) If the relevant tax authority ultimately determines that the sale of the assets transferred under this Agreement does not constitute a TOGC, the purchaser must arrange for the applicable VAT to be paid by the relevant Affiliate to Ashland. All VAT documentation provided by Ashland to the Buyer or the Buyer's affiliate must be returned to Ashland 2 business days before Ashland is responsible for it and with a duly completed VAT invoice completed in accordance with applicable tax law. Buyer shall indemnify or cause such affiliate to indemnify Ashland after taxes for any penalties and interest incurred by Ashland to any taxing authority in connection with such VAT.

(ii) If there is a sales tax exemption for any transferred assets, the buyer must provide Ashland or the relevant asset sales company with the appropriate sales tax exemption certificate in a timely manner. If exemptions are available with respect to the Taxes described in Section 7.4(c)(i), Ashland and Buyer shall take commercially reasonable steps to obtain such exemptions.

(i) in the case of taxes (x) based on or relating to income or profits, or (y) imposed in connection with the sale or other transfer or disposition of property (real or personal, tangible or intangible). , deemed equal to the amount that would be due if the fiscal year ended on the Closing Date; AND

(ii) in the case of taxes imposed periodically (eg real estate taxes), the amount of such taxes (or, in the case of retrospective taxes, the amount) will apply for the entire period. such taxes for the immediately preceding period) multiplied by a fraction whose numerator is the number of calendar days in the period ending on the Closing Date and whose denominator is the number of calendar days in the entire period.

Section 7.5.Certain employee issues.

(iii) The parties will make every reasonable effort to obtain approval from the relevant government authority or labor authority that may be required for the carriage of European workers who may be "protected workers" under applicable law.

(ii) Subject to Section 7.5(b)(iv), Purchaser shall provide or cause the Purchaser Companies to provide substantive severance and other severance benefits to any Transferee whose employment is terminated within eighteen (18) months of on the Termination Date shall be comparable to the severance and other termination benefits provided to such Transferee by Ashland or the applicable Asset Sales Corporation at the time of this Agreement.

(ii) Ashland and Asset Sales Corporations retain all responsibility and liability for all claims for workers' compensation, short-term and long-term disability, drug, prescription drug, dental, vision, life insurance, accidental death and layoff and other welfare claims from former employees and associates who arose prior to the Effective Date and who are covered by the terms of the applicable programs of Ashland and the Asset Selling Corporations or their respective affiliates. With respect to claims submitted by transferring employees and their employees on or after the Effective Date for beneficiaries of employment compensation, short-term and long-term disability, drug treatment, prescription drugs, dentures, vision, life insurance, accidental death and dismemberment and other claims welfare by the buyer or a responsible purchasing company. For these purposes, Buyer or the Buyer Company shall be liable if a claim is deemed to have arisen: (i) in the case of workers' compensation and short-term or long-term disability benefits (including related health benefits) at the time of the injury, the illness or other event that caused the injury is entitled to such benefits; (ii) in the case of medical benefits, prescription drugs, dental or eye care, at the time professional services, equipment or prescription drugs covered by the applicable plan are used; (iii) in in the case of life insurance benefits, in the event of death; and (iv) in the case of accidental death and dismemberment benefits at the time of the accident.

(k) In the case of an employee referred to in Section 7.5(e), references to the Completion Date in Sections 7.5(g) through (j) shall apply, unless otherwise required by applicable law or unless expressly provided in this Agreement on the date the employee became a transferred employee.

Section 7.6.Financing.

(b) Buyer shall notify Ashland immediately upon becoming aware of any material breach of any covenant or definitive agreement (if any definitive agreement is signed prior to closing) by any party to such covenant or definitive agreement or any termination of any letter, letter charge or Final Agreement (if a Final Agreement is signed prior to completion). Buyer will keep Ashland informed in a timely manner and in reasonable detail of the status of its efforts to arrange the financing and of any significant developments related to the financing and will provide Ashland with copies of the definitive agreements and any other agreements related to the financing application. (is offeredthat Buyer may reduce the amount of any Fee, including any “Flexible Purchase” provisions, in a Fee Letter; In addition, Buyer shall not agree to, permit or waive any amendment, modification or other modification of its rights, any affidavit, charge statement or any definitive agreement without Ashland's prior written consent, except that Buyer may amend, modify or amend the Debt Commitment Statement, Fee Statement or Definitive Agreement if such amendment, amendment or modification (i) does not result in a reduction in the aggregate amount of the Debt Financing, (ii) does not contain additional or amended terms or other contingent liabilities on the Debt Financing compared to those contained in the Debt Commitment Letter and (iii) is not reasonably likely to affect the financing of the Debt Financing or delay the completion of or the date on which the Debt Financing will occur .is offered,Howeverthat Buyer shall notify Ashland in writing of any change, amendment or other modification or waiver of its rights under any Commitment or Definitive Agreement until such change, amendment, amendment or waiver is agreed upon, in order that Buyer shall refrain from any action; direct or indirect, which could reasonably result in the breach of any term of any Commitment or Definitive Agreement.

(e) If (i) any portion of the Debt Financing structured in the form of Privately Offered Securities is not consummated until all of the conditions to closing in Section 4 have been satisfied (other than the condition set forth in Section 4.1(d) ) , upon Buyer's receipt ) and conditions other than those which, by their nature, must be satisfied at closing) must be satisfied or (to the extent permitted by applicable law) waived and the negotiation period has ended and (ii) the bridge facilities provided because the debt is subject to a letter of commitment, the buyer must borrow under these bridge facilities and arrange for the proceeds of the loan to replace this privately offered note financing until the date the terms in section 4 (other than those set forth in section 4.1(d) and conditions other than those which, by their nature, must be satisfied at closing must be satisfied or (or to the extent permitted by applicable law) waived and the Trading Period has ended.

(f) Buyer acknowledges and agrees that its obligation to complete the proposed Transactions in accordance with and on the terms set forth herein is not contingent upon the availability or completion of the Financing or its receipt of proceeds.

Section 7.7.non-competition; no advertising.

(a) The parties acknowledge and agree that Ashland and its affiliates provide services to the specialty chemicals and thermoplastics industries through various distribution channels and that Ashland and its market asset companies contract, package and distribute in connection with such services self-made chemicals, mixed chemicals, third-party chemicals and third-party chemicals.

(i) invests in any person that invests, manages or performs any competitive activity, provided that the investment by Ashland or its affiliates is less than 15% of the outstanding equity capital in such person and Ashland does not control or Does this person or activity not direct competitively?

(iii) hold securities as part of an employee benefit plan.

(iv) engage in competitive activities for the benefit of Buyer or any of its affiliates, including engaging in any competitive activities required or contemplated by this Agreement or any Addendum;

(c) For the avoidance of doubt, and notwithstanding anything herein to the contrary, it is agreed between the parties that Ashland or any of the Asset Sales Corporations may continue to engage in any business (or any other business) carried on since the Closing Date , including the right to market, package or distribute automobile and truck aftermarket lubricants, chemicals, cosmetics and antifreezes; Products designed primarily to alter the properties of water systems. Specialty chemicals and functional, process and water treatment chemistry for the paper, pulp, chemical, commercial and institutional, food and beverage, mining and municipal industries; and specialty chemicals, as well as customs services for construction, transportation, smelting metals, packaging and processing and marine markets.

(d) Notwithstanding anything to the contrary, the foregoing Agreement shall not apply to any person acquiring an interest in all or part of the stock or assets of Ashland or any of its Subsidiaries, whether before or prior to such acquisition or otherwise; The individual is already engaged in a competitive activity.

(e) For the avoidance of doubt and notwithstanding the contrary herein, the parties agree that the annual operating income of an Ashland business unit from the marketing, packaging or distribution of (i) Third Party Chemicals shall not exceed 20% of its annual operating income or (ii) third-party thermoplastics of an Ashland business unit does not exceed 15% of its annual operating revenue, such Ashland business unit is considered a non-competitive activity.

(f) Neither Ashland nor its Affiliates may solicit employment (whether as an employee, consultant or temporary worker) from any Transferee employed by Buyer.however it is plannedthat, in any event, this Section 7.7(e) shall not apply if (i) such Transferee is terminated by Buyer or one of its Affiliates, (ii) such Transferee contacts Ashland or one of its Affiliates; in response hereto through a public employment announcement or other method not specifically directed to transferred Employees, or (iii) Ashland or any of its Affiliates is required by applicable law, collective bargaining agreement or works council agreement to hire these transferred Employees.

(h) For purposes of this Section 7.7, the following terms have the meanings set forth below:

Section 7.8.Legal Aid.

Buyer and any affiliate of Buyer that owns, leases or uses or has owned, leased or used any transferred property, has or is responsible for any liability assumed or otherwise participates in or is involved in the operation of the qualified business distributor Chemicals of Guerra Buyer and Ashland, the Asset Selling Corporations and each of their affiliates, on the other hand, will cooperate in the defense or settlement of any liability or proceeding related to the company for which they are liable under of this Agreement, providing the other party and such other party's designee and other persons with reasonable access to employees, records, documents, data, equipment, facilities, products, parts, prototypes and other information relating to the Company and its products, as requested by the other party, provided that it is maintained or owned or controlled by the requested party. The requesting party shall reimburse the other party for reasonable expenses paid to a third party to fulfill its obligations under this Section 7.8.

Section 7.9.Other Warranties.

(a) From the Closing Date and from time to time, at the request of the other party, Buyer and any affiliate of Buyer that owns, leases or uses or owns, leases or uses any property transferred shall have or have liability for any liability assumed or otherwise involved in the operation of Buyer's specialty chemical distribution business and Ashland shall cause, without further consideration, that the relevant asset sales companies and other affiliates sign and deliver such means of conveyance, transfer, assignment and acquisition, except for the implementing agreements, and to take any other action reasonably necessary to complete the Proposed Transactions or to consummate the Transactions contemplated by the Amendments.

(b) If any Transferred Property is destroyed by fire or other casualty occurring after the date of this Agreement and prior to the Closing, the parties shall nevertheless complete the Transactions pursuant to this Agreement without Ashland or others being liable or liable; Asset Seller Corporation for such accident. Ashland shall cause or cause the relevant Asset Sales Company to assign and transfer on the Closing Date (i) without any representation, warranty or recourse to the Purchaser or the relevant purchasing company and the purchaser or the relevant purchasing company shall be entitled to the net amount of proceeds of any Premium or other proceeds of any relevant insurance policy which may have been received by Ashland or the relevant Asset Sales Corporation as a result of losses less the reasonable costs incurred by Ashland or the relevant Asset Sales Corporation in obtaining such award or of such product and with respect to the actual repair or restoration of the transferred asset, or (ii) if no prize or other product has been collected, delivery to Buyer or, as the case may be, Buyer Corporation, assignment of Ashland or the Asset Seller Corporation as the case may be, bonuses or other proceeds that may be paid to Ashland or the relevant Asset Seller Corporation as a result of such accident, without any representation, warranty or remedy.

Section 7.10.Refunds and transfers.

(a) Ashland and Purchaser shall cooperate to reconcile the settlement of the Incurred Liabilities and Retained Liabilities relating to periods before and after the Closing Date. These costs will be shared between Ashland and Buyer based on the number of days the party has held the Transferred Assets during the relevant period. Ashland shall promptly reimburse Buyer for expenses paid by Buyer with respect to the period prior to the Effective Period and Buyer shall promptly reimburse Ashland for expenses paid by Ashland with respect to the period after the Effective Period.

(b) To the extent that Ashland, an Asset Sales Company or any of its Affiliates, on the one hand, and Buyer, a Buyer Company or any of its Affiliates, on the other hand, (i) receive any payment in which or the other party is entitled (including with respect to any assigned claims), Buyer and Ashland agree to promptly transfer the funds to Ashland's and Buyer's designated bank accounts, respectively, and (ii) make payment to a third party on behalf of of the other party (including in relation to shared liabilities) Buyer and Ashland will promptly indemnify Ashland or Buyer, as the case may be, by depositing an appropriate amount into the bank account designated by the indemnified party.

Section 7.11.Substitution of credit support obligations

(i) Buyer shall continue to use all reasonable efforts to obtain a full and unconditional release from Ashland and its Affiliates of any continuing credit support obligation until such release occurs. AND

(ii) Buyer shall indemnify Ashland and its Affiliates against any demand, revocation or waiver of any continuing credit support obligation or any money or other security posted by Ashland or its Affiliates in connection with or in lieu of such continuing credit obligation; support. and Carrying cost of any cash collateral not replaced by the Buyer, the fronting fee, and any other third-party costs arising from any current credit support obligation.

Section 7.12.Access, information and documents.

(a) From the date of this Agreement until Closing, upon reasonable notice by Buyer of at least five (5) business days, Ashland shall cause Asset Sales Corporations, to the extent permitted by law, to permit Buyer and its authorized representatives during regular business hours, reasonable access to property, employees, facilities, contracts, books and records and other documents and data relating exclusively to the Company (other than Excluded Assets), including access that is necessary to complete the Debt Financing.however it is plannedthat such access (or related activities or investigations) will not unreasonably interfere with the normal operation of the respective businesses of Ashland or the Asset Sales Corporations, including the Company;provided, stillthat all information received by Buyer or its agents and provided by or on behalf of Ashland and the Asset Sales Corporations in connection with this Agreement and the Proposed Transactions shall be retained byBuyer and its affiliates and agents are considered Confidential Information under the terms of the Non-Disclosure Agreement.

(b) Nothing in paragraph (a) shall obligate Ashland or any Asset Sales Corporation to provide the Buyer or its agents with access to any document or other communication which Ashland believes in good faith to be subject to a contractual obligation of confidentiality or which may subject to a contractual obligation of confidentiality, be covered by an attorney-client work product or similar privilege, or permit Buyer or its agents to conduct environmental testing, including soil, water, air or other samples or tests, on or in connection with with permitted transferred property.

(c) From the date of this Agreement until its execution, neither Buyer nor any of its affiliates may communicate without Ashland's prior written consent. Ashland may, in its sole discretion, withhold such consent for any or no reason to any of the Company's suppliers or employees (except as provided in paragraph (a)) or customers in connection with or in connection with any subject matter of this Agreement.

(d) From the date of this Agreement until the Closing, Ashland shall provide Buyer with copies of any additions or modifications to real estate leases and shall cause Real Estate Sales Companies to do so.

Section 7.13.business ways.

From the date of this Agreement until completion, except (a) as provided or permitted in this Agreement (including Schedule 7.13), (b) in connection with necessary repairs resulting from damage or accident or other actions taken as answer to this. as a result of a business emergency or other unforeseeable operational issue, (c) as required by law, regulation or governmental approval or existing contract, or (d) if Buyer consents in writing, such consent is not unreasonably withheld, subject to terms or may be delayed, Ashland will:

(i) conduct its business in the ordinary and usual course of day-to-day business, which is of a nature, scale and scope substantially consistent with past practice and to the extent compatible, Ashland will use commercially reasonable efforts to maintain its activities. the business organization remains intact and maintains existing relationships and goodwill with customers, suppliers, creditors, employees, owners and agents;

(ii) not assume, create or incur encumbrances in respect of transferred assets other than as permitted rights;

(iii) acquire or dispose of any material transmitted outside of usual and customary channels, except in the past practice;

(v) enter into any collective bargaining agreement or other material agreement with any union or other relevant employee survey or similar material agreement with respect to employees;

(vii) you do not agree to take any of the above actions;

Section 7.14.No use of Ashland names.

Within one hundred eighty (180) days of the conclusion of the Contract, Buyer and its affiliates must change print advertising, product identity and any other information or other materials, including any internet or other electronic means of communication, change signage and stationery and otherwise use set reserved names.however it is plannedthat during such one hundred eighty (180) day period, Buyer may continue to distribute Product literature using Reserved Names and may distribute Products labeled or packaged using Reserved Names; In no event may Buyer or any of its affiliates use such Reserved Names after the Agreement in any manner or for any purpose other than Ashland's use of such Reserved Names prior to the Agreement. With respect to Inventory, Buyer may continue to sell it regardless of whether its labeling or packaging contains one or more of the withheld names for a reasonable period after Closing (not to exceed one hundred eighty (180) days). .

Section 7.15. No store.

Section 7.16.purchasing company

ARTICLE 8.

CONCLUSION

Section 8.1.termination events.

Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the proposed Transactions canceled at any time prior to completion:

(a) with the mutual written consent of Ashland and Buyer;

(b) by Ashland if (i) Buyer has breached or failed to comply with any of the representations, warranties, representations or other covenants contained in this Agreement, the breach or breach of which (x) would result in failure of any term under Section 4.1 or 4.3 and (y) (A) cannot be cured by the Expiration Date or (B) if cured by the Expiration Date, must not have been cured within thirty (30) days of receiving of Ashland's notice of such breach or default, or any shorter period of time remaining between the date of such written notice and the Expiration Date, or (ii) if all of the conditions set forth in Sections 4.1 and 4.2 are satisfied or waived (except as defined in Section 4.1(d) set forth the condition and other than those conditions which by their nature must be satisfied by actions taken at closing) and Buyer does not complete the Transactions contemplated by this Agreement within five Business Days from the date on which the closing of the agreement under clause 3.1 would have occurred and the Company was ready and willing to complete the Transaction during that period (meaning that during that period of five Business Days from the date at which time the Closing should have occurred pursuant to clause 3.1, Buyer shall not be entitled to terminate this Agreement pursuant to Section 8.1(e)(ii);

(c) by Buyer if (i) Ashland has breached or failed to perform any of the representations, warranties, covenants or other covenants contained in this Agreement, the breach or breach of which (x) would result in the failure of any condition pursuant to Section 4.1 or 4.2 and (y) (A) cannot be cured by the Expiration Date or (B) if cured by the Expiration Date, must not have been cured within thirty (30) days of receiving of Buyer's written notice of such breach or default, or any shorter period remaining between the date of such written notice and the Expiration Date.

(d) by Buyer in the cases set forth in Section 7.3(b). the

(e) by Ashland or Buyer if (i) any of the conditions set forth in Section 4.1 can no longer be satisfied because (x) the final and conclusive entry of an order preventing or directing the proposed transactions or (y) the occurrence final and undisputed legal restraint preventing the proposed transactions or (ii) closing has not occurred on or before (other than the failure of a party seeking to terminate this Agreement to fully perform its obligations under this Agreement);

Section 8.2.Termination result.

(a) If this Agreement is terminated pursuant to Section 8.1, all obligations of the parties under this Agreement shall terminate, except that the Sponsor Guarantee shall survive its terms and the obligations of Section 7.6(d) as to regarding confidentiality and indemnification, 7.12(a) regarding privacy, 8.2, 11.7, 11.8, 11.9, 11.10 and 11.17 survive;however it is plannedthat if this Agreement is terminated by Buyer pursuant to Section 8.1(c), Buyer's right to any legal and equitable relief shall survive such termination and nothing in this Section 8.2 shall constitute a release of Ashland from any liability shall apply to breach of the terms, covenants and other provisions of this Agreement or interference with Buyer's right to compel Ashland to perform any of its specific obligations under this Agreement.provided, stillthat if this Agreement is terminated by Ashland pursuant to Section 8.1(b), in addition to Ashland's right to request specific service pursuant to Section 11.17 and Ashland's right to enforce the Sponsor Guarantee, the sole and exclusive remedy instrument of Ashland against Purchaser or Sponsor or any former, current or potential shareholder, controlled person, director, officer, employee, general or limited partner, member, director, subsidiary, agent or representative of any of the foregoing or any source of funding for any damages arising from them in the event of a breach of any representation, warranty, representation or agreement prior to the consummation or failure to consummate the contemplated Transactions are governed by your rights under Sections 8.2(b) and 8.2(c).

(c) The parties acknowledge that the agreements contained in Section 8.2 are an integral part of the proposed Transactions and that without such agreements the parties will not enter into this Agreement. Accordingly, if Buyer fails to timely pay the amount due under Section 8.2(b) and Ashland, in order to obtain such payment, brings an action resulting in a judgment against Buyer for the amount specified in Section 8.2(b). or part thereof, Buyer shall pay Ashland its costs and expenses (including attorneys' fees) in connection with such action, together with interest on such amount or part thereof at the rate in effect on the date of payment, due until the payment date. .

(d) Notwithstanding anything to the contrary in this Agreement, Ashland's receipt and acceptance of any Buyer Fee pursuant to Section 8.2(b) (plus if any Buyer Fee is not timely paid) shall be the amounts described in Section 8.2( c) ) and Ashland's receipt and acceptance of Buyer's indemnification and indemnification obligations under Section 7.6, subject to Ashland's right to request specific service under Section 11.17 and Ashland's rights against the Warranty of Sponsor, shall be Ashland's sole and exclusive remedy against Purchaser's past, present or potential shareholders, control persons, directors, officers, employees, general partners, members, directors, subsidiaries, agents or agents or any sources of financing for any damages arising out of any breach of any representations, warranties, representations or covenants in this Agreement or the failure to consummate the contemplated transactions and upon full payment of such sums, neither Buyer nor any of its sums shall Former, present or nominee shareholders, control persons, directors, officers, employees, general partners or limited partners, any member, manager, subsidiary, agent or transferee shall have any other liability or obligation related to or arising out of this Agreement or the proposed Transactions.

(e) For the avoidance of doubt, in no event shall Ashland or any of its affiliates be entitled to monetary damages (for the avoidance of doubt: For the avoidance of doubt: Amounts due to Ashland as a result of Buyer's indemnification and indemnification obligations Section 7.6) by any of the Purchasers (except to the extent provided in Sections 8.2(b) and 8.2(c), the Sponsor Fund or by any past, current or potential shareholder, control person, director, officer, employee, general or other limited partner, any member, manager, affiliate, agent or representative of any of the foregoing or any source of financing for any breach of any representation, warranty, representation or agreement of Buyer occurring prior to the Closing Date.

ARTICLE 9.

DAMAGE

Section 9.1.Ashland compensation.

(a) any breach of any covenant or agreement by Ashland or any of its Affiliates to be performed on or before the Expiration Date as may be contained in this Agreement or in any implementing or transitional agreement provided by Ashland; or any of its Affiliates under this Agreement (including the Certificate provided pursuant to Section 4.2(b)) or any breach or inaccuracy of any warranty or representation of Ashland contained in this Agreement.is offeredthat the terms "had a material adverse effect" and "had a material adverse effect" as used in Article 5, representations and warranties should be replaced by the terms "is material to the entity" and "to the entity, as all were substantial". the

(b) any breach of any covenant or agreement by Ashland or any of its Affiliates that will be enforced after the Termination Date, from time to time contained in this Agreement or in any implementing agreement or transitional agreement entered into by Ashland or any of the Partners under this agreement? the

(c) all withholding liabilities (including withholding tax liabilities);

In no event shall Ashland be obligated to indemnify the Indemnified Purchaser for any matter taken into account in calculating any adjustment to the Purchase Price pursuant to Section 2.8.

Section 9.2.Reimbursement by the buyer.

(a) any breach of any agreement or understanding of Buyer or any of its Affiliates to be performed on or before the Expiration Date, as the case may be, contained in this Agreement or in any implementing agreement or transitional agreement provided by the Buyer or any of its Affiliates under this Agreement or any breach or inaccuracy of any warranty or representation by the Buyer contained in this Agreement (including the Certificate provided pursuant to Section 4.3(b)).

(b) any breach of any obligation or agreement of Buyer or any of its Affiliates to be performed after the Termination Date, each contained in this Agreement or in any implementing agreement or transitional agreement entered into by Buyer or any of the Affiliates; of according to this Agreement ?

(c) any liabilities incurred (including tax liabilities incurred). the

(d) any dispute or remedial liability for which Ashland's obligation to indemnify Buyer pursuant to Section 2.5(k), (l) and (m) (if applicable) or the terms of Section 9.5 has ceased; or 9.6.

Section 9.3.damage report.

(b) If any proceeding is brought by or against a third party against whom the indemnified party wishes to claim any liability or expense as damages pursuant to this Section 9, the indemnified party shall do so promptly upon receiving notice from such indemnified third party. requesting party must inform the indemnifier in writing with reasonable details of the procedure. The Indemnified Party must then provide copies of all notices and documents (including court records) received by the Indemnified Party to the Indemnifying Party promptly after receipt by the Indemnified Party in connection with the third-party claim. Failure to timely await and assert a defense of a claim pursuant to this Section 9.3(b) shall not limit the indemnifier's obligation under this Section 9: (i) except to the extent that the indemnifier so and for that purpose, any failure to give notice and offer the defense that results in the indemnifying party's failure to inspect or participate in the proceeding shall be deemed prejudicial to the indemnifying party, (ii) except to the extent charges were incurred during the period in which notice was not given; , and (iii) except as provided in Section 9.4 below.

Section 9.4.Third party claims.

(b) The parties shall cooperate in the defense or prosecution of any third party claim. Such cooperation includes (i) maintaining and, upon the indemnifying party's request, providing records and information reasonably related to such third party claims and (ii) providing personnel on a mutually reasonable basis to provide additional information and explanations regarding the Materials provided under this agreement.

Section 9.5. Editing, process.

(a) Subject to the limitations set forth in this Agreement, all covenants, agreements (including those relating to indemnification in Sections 9.1 and 9.2), warranties and representations made herein shall survive their entry into force.

(b) Except as otherwise provided in this Agreement, including as provided in Sections 9.5(c), 9.6, 9.7 and 9.8 and Article 10, neither Ashland nor Buyer shall be liable (whether in tort or otherwise) for any breach of any representation, warranty, representation, or of any obligation contained in this Agreement or any implementing agreement or transitional agreement, unless written notice pursuant to Section 9.3 has been received by the applicable indemnifying entity by the eighteenth (18) month after Expiration Date; AND

Section 9.6.Quantity restrictions.

(b) Notwithstanding anything to the contrary in Section 9.6(a), neither the Basket nor the Limit of Liability for Loss shall apply: (i) in relation to breaches of the Terms or (ii) in relation to Taxes.

(c) Ashland shall have no liability under Section 9.1(c)(i) for retained remediation obligations (other than those obligations relating to off-site locations that are not subject to the limitations of this Section 9.6(c)( (i)) on an aggregate basis in excess of $75,000,000 or (ii) for any other indemnification obligation retained for an individual loss (or series of related losses) under this Agreement, unless such single loss (or series of related losses ) exceeds $175,000 dollars and to the extent that the aggregate of all damages for which Ashland shall be liable, if this provision does not cumulatively exceed $5,000,000, and if such amount is exceeded, Ashland shall be liable to pay the amount of such damages until $5,000,000 exceeds U.S. dollars.

Section 9.7.Other Restrictions.

(a) Buyer and Ashland will cooperate in resolving any claim or liability for which one party is required to indemnify the other party under this Agreement, including using its best efforts to resolve such claim or liability. In addition, each party will make reasonable efforts to mitigate any loss upon becoming aware of an event that could reasonably be expected or will actually result in loss, including costs incurred, but only to the minimum extent necessary to remedy of the violation. the loss. Notwithstanding anything to the contrary contained herein, if Buyer or Ashland fails to use commercially reasonable efforts to mitigate or resolve any claim or liability, the other party shall not be liable to compensate any person for any loss which could reasonably have been avoided if reasonable efforts had been made by Buyer or Ashland.

(b) The Indemnified Party shall use its best efforts to obtain any insurance proceeds or other payments from third parties. The amount of damages for which the Indemnified Party may be entitled to compensation under this Agreement shall be reduced by the amount of insurance proceeds or other third party payments actually received, made or incurred by the Indemnified Party or any of its affiliates in connection with this. retained damages (minus the amount of expenses incurred in obtaining such compensation). If, thereafter, after the Indemnified Party receives compensation under this Agreement for a loss and thereafter receives or makes any insurance product or other payment, the indemnified party shall promptly reimburse and pay to the indemnified party an amount equal to such insurance proceeds or equal to such payment (after deducting expenses incurred in collecting such, to the extent the indemnified party has not yet received payment for such expenses from the indemnifier), but not more than the amount of the indemnified party arising the indemnifier has previously indemnified the party in this matter.

(c) The amount of any loss for which compensation is provided in this Article 9 is increased (i) to reflect any net tax costs incurred by the indemnified party in receiving compensation payments under this Article (additions to such increase); ) and (ii) reduced to reflect any net tax benefit derived by the indemnified party from incurring or paying such loss. In computing the amount of such tax or tax benefit, the indemnified party shall recognize any other income, gain, loss, deduction or credit before recognizing anything resulting from the receipt of any indemnification payment under this agreement or from the occurrence or payment compensation for damage.

(d) If an indemnified party is indemnified under this Agreement for any losses related to third party claims, all rights and remedies of the indemnified party against such third party, etc. remedies against the third party.

(e) Notwithstanding the provisions hereof, in no event shall Ashland and its Affiliates be liable for any indemnification from Buyer and in no event shall Buyer and its Affiliates be liable for any indemnification from Ashland under any liability set forth in Section 9.1 or Section 9.2 for all indirect, consequential, special, incidental or punitive damages arising out of or in connection with this Agreement, any implementing agreement or transitional agreement, the proposed transactions, performance or breach of this Agreement or any liability or obligation is retained or assumed, except for damages for which the indemnitee is responsible for the final settlement of a third party claim.

(f) Notwithstanding anything to the contrary in this Agreement, the provisions of this Agreement are not intended to result in double payment of any amount payable under this Agreement and this Agreement shall be construed accordingly.

Section 9.8.thanks; Exclusive treatment.

(b) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ANY EXECUTIVE AGREEMENT OR ANY TRANSITIONAL AGREEMENT;

(A) ASHLAND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE ASSETS TRANSFERRED, THE OBLIGATIONS YOU ASSUME OR THE BUSINESS, ANY PROPOSED TRANSACTION (INCLUDING TRANSACTION). OR LICENSES) OR BUSINESS, PROPERTY, CONDITIONS OR PROSPECTS (FINANCIAL OR OTHERWISE) OR ANY OTHER MATTER AFFECTING THE ASSETS TRANSFERRED, LIABILITIES ASSUMED OR BUSINESS OPERATIONS AND REIMBURSEMENTS , ASSUMED OR TRANSFERABLE THIS AGREEMENT IS PROVIDED "AS IS, WHERE IS;" OR ASSUMED AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE ARE EXPRESSLY DISCLAIMED.

(d) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ANY ASSIGNMENT OR AN EFFECTIVE AGREEMENT, THE BUYER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY SHIPPING.

ARTICLE 10.

Implementation of measures related to environmental damage and related obligations

Section 10.1.performance standard.

Section 10.2. Restrictions.

Section 10.3.Control, access, surveillance and sampling.

(a) Ashland shall direct and control all discussions, negotiations and proceedings with or before any governmental authority or third party relating to environmental damage, including the right, upon notice and consultation with Buyer, to resolve or otherwise resolve any notices, proceedings or liability arising out of any result or part of such environmental loss (except to the extent that Ashland has refused to indemnify Buyer for such environmental loss pursuant to Section 9.1, in which case Buyer shall have the right to control, control, liquidate or settle ). environment loss).is offeredthat Ashland, without Buyer's prior written consent, which shall not be unreasonably withheld, shall not enter into any agreement or arrangement that may reasonably adversely affect the operation of the property or business transferred by Buyer, affect the cost and its expenses, to participate in any discussion, negotiation or proceeding with or before any governmental body or third party related to such environmental damage.

(b) Buyer grants Ashland and its consultants an irrevocable, fully paid-up permit to enter the Transferred Properties in order to fulfill its obligations in respect of any environmental losses;is offeredthat Ashland will conduct any assessment, remedial or responsive action in a manner that does not unreasonably disrupt the ongoing operations of the Transferred Property or the conduct of business, unless Ashland is directed to do so by a governmental authority;The license granted herein shall terminate upon the termination of all obligations of Ashland pursuant to Section 9.1.

(c) Buyer agrees that, in order to comply with its environmental damage obligations, Ashland may take soil samples or install additional groundwater monitoring wells and sample such wells and soils as required in specific problem areas.is offeredthat Ashland will conduct such assessment, remedial or responsive action in a manner that does not unreasonably interfere with the continuing operations of the Transferred Property or the conduct of the Company's purchaser, unless Ashland is directed by a governmental authority to do otherwise. Buyer shall use commercially reasonable efforts to avoid interference with or damage to Ashland's monitoring wells, underground pipelines and/or remedial equipment of any kind located on or adjacent to the Transferred Property and we shall indemnify Ashland for any damage or interference, regardless of any wording in Section 10.2(iv) .

Section 10.4. Documents.

Each party shall provide to the other party copies of all written and reasonable descriptions of all other material communications from any governmental authority or other person to or from such governmental authority not later than five (5) business days after receipt, or sooner, if the circumstances justify it or communicate it to other people who are somehow related to the environmental losses.

Section 10.5. Cooperation.

(a) Buyer will cooperate with Ashland in handling any environmental notice, lawsuit or liability claim; (ii) conducting and completing any assessment, response, remediation, remediation, corrective action or follow-up activity, including enforcement, to the extent practicable; expeditiously, of any permits, orders, filings, assignments and other instruments required by the relevant governmental authorities and providing copies to the extent possible requested by Ashland; (iii) upon request and as soon as practicable, copies of all records, files, documents, instruments and certificates owned and controlled by Buyer not previously made available to Ashland relating to the Transferred Assets, to transmit to Ashland any actual document or alleged presence of hazardous materials at any delivered property or other location and any other document, information or condition reasonably requested by Ashland in connection therewith; (iv) take any further ministerial action (including obtaining Buyer's consent and enforcing such use restrictions or controls (by methods including deed restrictions or other institutional controls requiring continued industrial use of the Transferred Properties)) necessary for Ashland's compliance with any obligations set forth in this Agreement or otherwise as arising from environmental law reasonably required by Ashland. and (v) provide Ashland with reasonable assistance in recovering insurance proceeds related to withheld remedial obligations or withheld litigation, including by providing records, records and other documentation pursuant to (iii) of this Section 10.5(a) and Ashland insurers, as appropriate, advance notice to provide reasonable access to such Transferred Assets as reasonably required by the applicable insurance policies or any supplement to such policies.

(b) None of the foregoing shall obligate Buyer to limit or unreasonably limit its business activities and none of the foregoing shall obligate Buyer to bear any out-of-pocket expenses.

ARTICLE 11.

BUT

Section 11.1. Tips.

Any notice or other communication under this Agreement shall be deemed to have been duly given and shall be given if in writing and delivered to the party to whom it is addressed in person, if delivered by certified mail with return receipt requested, or by international recognized courier service or shipment by fax,is offeredthat the sending of the facsimile shall be promptly confirmed by written confirmation from such person to the person at the address below or to such other address as may be similarly named below in writing;

if at Ashland or another asset sales company:

Ashland Inc.

50 East River Center Boulevard,

Covington, Kentucky 41012

USA.

Phone: ###-###-####

Fax: ###-###-####

Attention: General Counsel

with a copy to:

Ashland Inc.

50 East River Center Boulevard

Covington, Kentucky 41012

USA.

Phone: 859 ###-###-####

Fax: 859 ###-###-####

Attention: Deputy General Counsel

Cravath, Swaine & Moore LLP

world square

825 Eighth Ave

New York, NY 10019

Fax: (212) 474-3700

Attention: Susan Webster

either to the Buyer or an affiliate of the Buyer:

c/o TPG Capital, L.P.

345 California Street, Suite 3300

San Francisco, CA94104

Phone: ###-###-####

Fax: ###-###-####

Attention: Ronald Cami

with a copy to:

Vinson & Elkins LLP

1001 Fannin Street, Suite 2500

Houston, Texas 77002

Phone: ###-###-####

Fax: ###-###-####

Attention: Keith Fullenweider

Section 11.2.The change; renounce.

Any provision of this Agreement may be modified or waived only if the modification or waiver is in writing and signed by Buyer and Ashland, in the case of modification, or the other party to whom the waiver is intended, in the case of a waiver, is not in default or delay by any party in exercising any right, power or privilege under this Agreement shall be construed as a waiver thereof, nor shall any single or partial exercise thereof preclude any further or subsequent exercise thereof or the exercise of any other right, power or privilege.

Section 11.3.ASSIGNMENT.

Neither party may assign any of its rights or obligations under this Agreement, including by sale of stock or by operation of law in connection with any merger or sale of substantially all assets, without the prior written consent of the other party. except that, without such consent, the Purchaser may (i) assign its rights to purchase the Transferred Assets to one or more of its affiliates (including the Purchasers) and (ii) assign the rights of hereunder to pay the debts of Buyer and its affiliates, and Ashland may assign its rights to sell the assets transferred hereunder to one or more of its respective affiliates.is offeredTHESuch assignment by Buyer or Ashland, as the case may be, shall not relieve the assignee of its obligations under this Agreement.

Section 11.4.full agreement.

This Agreement (including the Attachments and Attachments), the Side Letters and the Sponsor Guarantee constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, whether oral or written, relating to such matters; except The Non-Disclosure Agreement, shall remain in full force and effect for the period provided therein, and any other written agreement between the parties expressly provided that it is not superseded by this Agreement.

Section 11.5.fulfillment of obligations.

Any obligation of a party to another party under this Agreement that is performed, performed or performed by an affiliate of such party shall be deemed to have been performed, performed or performed by such party.

Section 11.6.Interest groups.

This Agreement will inure to the benefit of and bind the parties and their respective successors and permitted assigns. Except as provided in the following sentence, nothing in this Agreement, express or implied, is intended to assign any right or remedy under or under this Agreement to any person other than Buyer, Ashland or their successors or permitted assigns. Notwithstanding the foregoing, Funding Sources are third party beneficiaries pursuant to the provisions of Sections 11.11, 11.16, 8.2(a), 8.2(d). ) and 8.2(e). Notwithstanding anything contained herein to the contrary, Section 8.2(a), Section 8.2(d), Section 8.2(e), Section 11.11, Section 11.16 and this Section 11.6 (and all provisions of this Agreement to the extent of any modification, waiver ) to apply. or termination of these Terms would change the substance of Sections 8.2(a), 8.2(d), 8.2(e), 11.11, 11.16 and this Section 11.6) shall not be modified, waived or terminated in any manner that has any effect or will in any way be prejudicial to the Funding Sources without the prior written consent of the Funding Sources.

Section 11.7.Public Disclosure.

No communication, release or announcement will be made to the public or to any employee or other person not directly involved in the negotiation or approval of this Agreement, any amendment or proposed Transaction without the prior consent of the other party ((the consent may not be unreasonably withheld, conditioned or delayed), unless such notice, release or announcement is required by law or by the rules or regulations of a U.S. or foreign exchange or similar organization, in which case the party shall give notice by publishing or notice must give the other party a reasonable time before publication to comment on it.however it is plannedthat each party may, after reasonable notice and consultation with the other party, make internal announcements to its respective employees that are consistent with the parties' prior public disclosures regarding the proposed transactions;

Section 11.8.information return.

If, for any reason, the Proposed Transactions are not consummated, the Purchaser shall promptly deliver to Ashland all books and records made available by Ashland or an Asset Sales Company, any of their respective affiliates or any of their respective agents; employees or their agents (including any and all books and records) return copies, summaries and summaries (if any) in accordance with the terms of the confidentiality agreement.

Section 11.9. Court fees.

(a) Whether or not the transactions contemplated by this Agreement are consummated, each party shall be responsible for paying its own costs and expenses or those of its affiliates, except as expressly provided herein, including of Section 11.9 in connection with preliminary negotiations and the performance of its own obligations under this Agreement and the Additional Agreements, including the fees of any lawyers, accountants, brokers or consultants employed or retained by or on behalf of such party.

(b) Registration fees required by any state competition authority shall be borne by the Buyer.

Section 11.10.Time plans.

The disclosure of any matter in any Addendum to this Agreement does not constitute an express acceptance by Ashland or any Asset Sales Company or otherwise suggest that such matter is material to the purposes of this Agreement. Disclosure of any matter, fact or circumstance in any Schedule of this Agreement shall be deemed a disclosure for the purposes of any other Schedule to the extent such information is reasonably relevant to that other Schedule.

Section 11.11.Applicable law? jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Both Ashland and Buyer irrevocably consent to the exclusive jurisdiction of the Delaware Court of First Instance or venue, if any, for the purposes of any proceeding arising out of this Agreement, the Amendments or any Proposed Transaction. No court located in the State of Delaware or a United States federal court located in the State of Delaware and the appellate courts of such courts shall have jurisdiction (including any claim involving any source of funding) or to recognize or enforce any and each party irrevocably and unconditionally agrees that any claim relating to this proceeding may be litigated in such state court, to the extent permitted by applicable law, in such federal court. Ashland and Buyer agree that such proceedings shall be brought in the Court of Delaware or, if such proceedings cannot be brought in that court for reasons of jurisdiction, in a court in the State of Delaware or in the federal court of the United States having its seat in State of Delaware. Both Ashland and Buyer further agree that service of any suit, summons, notice or document by US registered mail to the above party's address shall constitute effective service of process on any claim, dispute, etc. proceeding in Delaware with respect to any matter for which such party has submitted to jurisdiction pursuant to this Section 11.11. Ashland and Buyer irrevocably and unconditionally waive any objection to any jurisdiction in any proceeding, action or proceeding arising out of this Agreement or the Amendments or any proposed Transaction to be submitted to any court set forth in the first sentence of this Section 11.11 and further, irrevocably and unconditionally waives and agrees not to bring any action, proceeding or proceeding in any court or any action in any court brought in an improper venue.

Section 11.12.bonds.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Delivery of a signed copy of a signature page of this Agreement by facsimile or other electronic imaging means shall be deemed delivery of a manually signed copy of this Agreement.

Section 11.13.Titles.

References to titles and indexes are for convenience only, are not part of this Agreement, and shall not be construed as limiting or altering the terms of this Agreement.

Section 11.14.Severability clause.

The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions of this Agreement. If any provision of this Agreement or its application to any person or circumstance is invalid or unenforceable, (a) it shall be replaced by a suitable and equitable provision to reflect, to the extent valid and enforceable, its intent and purpose; of the invalid provision or enforceable provision unenforceable, and (b) the remainder of this Agreement and the application of such provision to any other person or circumstance shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of this provision or its enforcement in any other jurisdiction.

Section 11.15.main language.

The English language is the final and authoritative text of this Agreement, regardless of any translation of this Agreement into any other language.

Section 11.16.Exemption from trial by jury.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING, DIRECTLY OR INDIRECTLY, OUT OF, SECURED OR IN CONNECTION WITH THE ACTUAL AGREEMENT OR ANY CHANGE CALCULATED HEREIN OR CONTINUOUSLY (INCLUDING THE SHARES OF THE PARTIES ONE FUNDING SOURCE). EACH PARTY (A) ACKNOWLEDGES THAT NO AGENT, AGENT, OR ATTORNEY OF EITHER PARTY HAS EXPRESSLY STATED OR OTHERWISE THAT THE OTHER PARTY SHALL BE LIABLE OTHERWISE, THEY HAVE BEEN ADVISED OF THIS AND THE OTHER PARTIES, AMONG OTHER WAYS OF CONNECTION TO THIS AGREEMENT, A TRANSITIONAL AGREEMENT AND AN EFFECTIVE AGREEMENT, AS APPLICABLE, subject to the mutual waivers and certifications in this Section 11.16.

Section 11.17.specific performance.

The parties agree that if any provision of this Agreement is not performed in accordance with its terms or is breached or threatened to be breached, it will result in irreparable harm and the parties will have no adequate remedy. Accordingly, it is agreed that the parties shall be entitled to equitable relief without proof of actual damages, including in the form of one or more injunctions or orders for specific performance (including an order for Buyer to enforce its rights under a binding letter) prevent violations of this Agreement and to expressly enforce the terms and provisions of this Agreement. Such equitable relief shall be in addition to any other remedy to which the parties are entitled at law or in equity as remedies for such default, breach or threatened breach. Each party agrees to (a) fully cooperate in any attempt by the other party to obtain such equitable relief and (b) waive any security or bond requirement in connection with such equitable relief. Each party further agrees that the only valid defense it may assert in response to any claim for equitable relief is that it disputes the existence of a breach or threatened breach of any of the terms of this Agreement. Notwithstanding the foregoing, it is expressly agreed that Ashland shall be entitled to demand specific performance to cause the damage. Equity Financing may be raised to finance the proposed transactions only if (i) all of the conditions in Sections 4.1 and 4.2 are met or waived (except as provided in Section 4.1(d) and

(other than those conditions which, by their nature, must be satisfied by actions taken at closing) at the time of closing would have occurred if the equity financing had not been funded, (ii) the financing provided by the debt The Commitment Letter (as amended, modified or revoked in accordance with Section 7.6) (or, if alternative financing is used in accordance with Section 7.6, in accordance with the relevant provisions) has been funded or will be funded at the time of closing, if the financing with equity is funded at the time of Closing and (iii) Ashland has irrevocably confirmed that the closing pursuant to Article 3 will occur upon completion of the specified performance and that the Equity Financing and the Debt Financing are funded.

IN WITNESS WHATthe parties have executed or caused to be executed this Agreement on the above date.