International Share and Business Sale Agreement

Exhibit 2.1

Confidential

Execution version

International Share and Business Sale Agreement

Confidential

Execution version

2

Confidential

Execution version

3

Confidential

Execution version

4

Confidential

Execution version

5

Confidential

Execution version

International Share and Business Sale Agreement

THIS AGREEMENT IS MADE BETWEEN:

(1)                 ▇▇▇▇ ▇▇▇▇▇ ▇.▇., a public limited liability company incorporated under the laws of the Netherlands, with corporate seat in Amsterdam, and whose address is at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (“Seller”),

and

(2)                 Corn Products International, Inc., a corporation organized and existing under the law of Delaware, with its registered office and principal place of business at ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America (“Purchaser”).

WHEREAS:

(A)                Seller wishes to sell and procure the transfer of the Group as a going concern to Purchaser, who wishes to acquire the same, on and subject to the terms and conditions set out in this Agreement.

(B)                The Group conducts the business of the research and development into and production, marketing, sale and distribution of specialty starches on a worldwide basis, principally focused on the food industry and also serving papermaking markets and the supply of industrial starch applications.

(C)               Seller and Purchaser entered into the Confidentiality Agreement, pursuant to which certain confidential information relating to the Group was made available to Purchaser and its Representatives.

(D)               Seller’s board of management and supervisory board, and Purchaser’s board of directors have given their approval with respect to the entering into of this Agreement and the transactions contemplated hereby.

IT IS AGREED AS FOLLOWS:

1                           INTERPRETATION

In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 apply throughout:

1.1                 Definitions

Capitalised words, including those used in the preamble of this Agreement, shall have the meanings set out in Schedule 1.

6

Confidential

Execution version

1.2                 References to persons and companies

References to:

1.2.1                  a person include any individual, company or unincorporated association (whether or not having separate legal personality); and

1.2.2                  a company include any company, corporation, limited liability company, partnership or any legal entity, wherever incorporated or organised.

1.3                 Headings and references to Clauses, Schedules, Parts and Paragraphs

1.3.1                  Headings have been inserted for convenience of reference only and do not affect the interpretation of any of the provisions of this Agreement.

1.3.2                  A reference in this Agreement to a Clause or Schedule is to the relevant Clause of or Schedule to this Agreement; to a Part is to the relevant Part of the relevant Schedule; and to a Paragraph is to the relevant Paragraph of (the relevant Part of) the relevant Schedule.

1.4                 Seller’s Group, Share / Business Sellers, Purchaser’s Group, Share / Business Purchasers

1.4.1                  Any reference in this Agreement to the term “Seller’s Group shall”, shall be interpreted as meaning that Seller shall and/or shall procure that the relevant other members of Seller’s Group shall perform the relevant obligation.

1.4.2                  Any reference in this Agreement to a liability or obligation of a Share Seller, the US Seller or Business Seller shall be deemed to include an obligation on the part of Seller to procure that the relevant liability is discharged or obligation is performed, on and subject to the terms and conditions set out in this Agreement.

1.4.3                  Any reference in this Agreement to the term “Purchaser’s Group shall”, shall be interpreted as meaning that Purchaser shall and/or shall procure that the relevant other members of Purchaser’s Group shall perform the relevant obligation.

1.4.4                  Any reference in this Agreement to a liability or obligation of a Share Purchaser or Business Purchaser shall be deemed to include an obligation on the part of Purchaser to procure that the relevant liability is discharged or obligation is performed, on and subject to the terms and conditions set out in this Agreement.

1.5                 Other references

1.5.1                  Whenever used in this Agreement, the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

1.5.2                  Any reference in this Agreement to any gender shall include all genders, and words importing the singular shall include the plural and vice versa.

1.6                 Information

References to books, records or other information include books, records or other information in any form including paper, electronically stored data, magnetic media, film and microfilm.

1.7                 Legal terms

In respect of any jurisdiction other than the Netherlands, a reference to any Netherlands legal

7

Confidential

Execution version

term shall be construed as a reference to the term or concept which most nearly corresponds to it in that jurisdiction.

2                           SALE AND PURCHASE

2.1                 Shares; US Interests; Businesses

2.1.1                  On and subject to the terms and conditions of this Agreement, Seller hereby, itself and on behalf of the Share Seller, the US Seller and the Business Sellers, agrees to sell the Group to Purchaser, which hereby, itself and on behalf of the Share Purchasers and the Business Purchasers, agrees to purchase the Group, which sale comprises all of the right, title and interest as at Closing of Seller, the Share Seller, the US Seller and the Business Sellers in and to:

(a)                 the Shares;

(b)                 the US Interests;

(c)                  the Moveable Assets;

(d)                 the Business Inventory;

(e)                  the Business Receivables;

(f)                     the Business Properties (on the terms set out in Schedule 3 (Part 3);

(g)                 the Business Contracts (on the terms set out in Schedule 8 (Part 2);

(h)                 the Business Permits (to the extent that same can lawfully be assigned);

(i)                    the Business Intellectual Property;

(j)                     the Claims (to the extent that same can lawfully be assigned);

(k)                 the Business Books and Records; and

(l)                    the Goodwill;

which, in the case of Clauses 2.1.1(a) and 2.1.1(b), shall be free and clear from all Encumbrances and, in the case of Clauses 2.1.1(c) through 2.1.1(l), shall be free and clear from all Encumbrances other than Permitted Encumbrances.

2.1.2                  Any rights and assets of any member of Seller’s Group (excluding the Group Companies) which are not expressly included in Clause 2.1.1 are excluded from the sale and transfer of the Group pursuant to this Agreement.

2.1.3                  Purchaser shall procure the acceptance, as of Closing, by the relevant Business Purchasers of the transfer and the assumption, due and punctual payment, satisfaction, discharge, performance or fulfilment by the relevant Business Purchasers of all Business Liabilities.

2.2                 Employees and Retirement Benefit arrangements

2.2.1                  Save as provided in Schedule 7, the provisions of Schedule 6 shall apply in respect of the Employees.

8

Confidential

Execution version

2.2.2                  The provisions of Schedule 7 shall apply in respect of the Retirement Benefit arrangements relating to Relevant Participants.

2.3                 Nomination of other purchasers

2.3.1                  Purchaser has nominated certain wholly owned members of Purchaser’s Group to purchase the Shares, US Interests and Businesses, as set out in Schedule 2 (Part 1) and Schedule 2 (Part 2). Subject to Clause 2.3.2, Purchaser shall be entitled to nominate, at its own cost, by notice to Seller delivered no later than 5 (five) Business Days prior to the Closing Date, one or more other purchasers to purchase the Shares and US Interests, or any part thereof, and/or one or more of the Businesses (and to assume the corresponding Business Liabilities). Schedule 2 (Part 1) and Schedule 2 (Part 2) shall be deemed to be amended accordingly so as to give effect to any such nomination.

2.3.2                  Purchaser may only nominate a wholly owned member of Purchaser’s Group as a purchaser under this Agreement.

2.4                 Singular liability and right to claim

2.4.1                  None of the Share Seller, US Seller or Business Sellers, with the exception of Seller, shall have any liability under this Agreement, it being agreed that Seller shall be fully liable under this Agreement for any breach thereof by, and any obligation of, any of the Share Seller, US Seller or Business Sellers. Only Purchaser may seek recourse against Seller for any such breach or failure to perform any such obligation by Seller, the Share Seller, US Seller or a Business Seller under this Agreement.

2.4.2                  None of the Share Purchasers or Business Purchasers, with the exception of Purchaser, shall have any liability under this Agreement, it being agreed that Purchaser shall be fully liable under this Agreement for any breach thereof by, and any obligation of, any of the Share Purchasers or Business Purchasers. Only Seller may seek recourse against Purchaser for any such breach or failure to perform any such obligation by Purchaser, a Share Purchaser or a Business Purchaser under this Agreement.

2.4.3                  Notwithstanding the provisions of Clauses 2.4.1 and 2.4.2, a third party stipulation (`derdenbeding´) expressly identified as such in this Agreement, shall be for the benefit of and enforceable by the relevant third parties, provided that the Parties exclude the applicability of the articles 6:254, 6:255 and 6:256 of the Netherlands Civil Code.

2.5                 Local Transfer Documents

2.5.1                  At Closing and at any applicable Deferred Closing, Seller and Purchaser shall execute or, as the case may be, shall procure the execution by the relevant members of Seller’s Group and the relevant members of Purchaser’s Group of such agreements, deeds, transfers, conveyances and other documents (in accordance with the applicable local Law and otherwise as may be agreed between Seller and Purchaser) to implement the transfer of the Shares, the US Interests, the Businesses and the Business Assets at such Closing or Deferred Closing, said documents to be substantially in the form of the documents forming part of Schedule 9 or in such other form as the Parties may mutually agree prior to such Closing or Deferred Closing (collectively, the “Local Transfer Documents” and

9

Confidential

Execution version

individually, a “Local Transfer Document”).

2.5.2                  To the extent that the provisions of a Local Transfer Document are inconsistent with other provisions of this Agreement (which term, for purposes of this Clause 2.5.2 shall exclude all Local Transfer Documents):

(a)                 the said other provisions of this Agreement shall prevail; and

(b)                 Seller and Purchaser shall procure that, so far as permissible under the Laws of the relevant jurisdiction, the provisions of the relevant Local Transfer Document are adjusted to the extent necessary to give effect to the provisions of this Agreement (or, to the extent this is not permissible, Seller shall indemnify, defend and hold harmless Purchaser against all Losses suffered by any member of Purchaser’s Group or, as the case may be, Purchaser shall indemnify, defend and hold harmless Seller against all Losses suffered by any member of Seller’s Group, in either case through or arising from the inconsistency between the Local Transfer Document and the other provisions of this Agreement).

2.5.3                  To the extent that the provisions of a Local Transfer Document are inconsistent with the provisions of any other Local Transfer Document in the same jurisdiction, the provisions of the Local Transfer Document last executed shall prevail, provided that if the relevant Local Transfer Documents are executed on the same day, the provisions of the Local Transfer Document with respect to such jurisdiction appearing first on Schedule 9 shall prevail.

2.5.4                  If there is an adjustment to the payment made on account of the Purchase Price under Clause 7 which relates to a part of the Group which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under the Laws of the relevant jurisdiction, Seller’s Group shall and Purchaser’s Group shall enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustment.

2.5.5                  The Parties shall not, and the Parties shall cause their respective Affiliates not to, bring any claim against the other Party or any of its respective Affiliates, as the case may be, in respect of or based upon any Local Transfer Document. The Local Transfer Documents shall not limit any rights or remedies or modify any limitations of liability of the Parties contained in this Agreement.

3                           CONSIDERATION

3.1                 Purchase Price

The purchase price for the Group (the “Purchase Price”) shall be an amount equal to the aggregate of the following amounts:

3.1.1                  the Offer Value; plus

3.1.2                  Working Capital Adjustment for the Group; less

3.1.3                  Net Debt for the Group; less

10

Confidential

Execution version

3.1.4                  if applicable, the Final DBO Adjustment Amount;

subject to adjustment as set out in Clause 3.5.

3.2                 Payments at Closing

At Closing, an estimate of the Purchase Price (the “Estimated Purchase Price”) equal to the aggregate of the following amounts shall be paid in terms of Clause 6.2.1:

3.2.1                  the Offer Value; plus

3.2.2                  Estimated Working Capital Adjustment for the Group; less

3.2.3                  Estimated Net Debt for the Group.

3.3                 Allocation

The Estimated Purchase Price and the Purchase Price shall be allocated in accordance with Schedule 11 (Part 1) and Seller’s Group shall and Purchaser’s Group shall file all Tax Returns and make all Tax payments in a manner consistent with such allocation.

3.4                 VAT

The consideration given under this Agreement in respect of the sale of the Businesses, the US Interests and the Shares is exclusive of any VAT properly chargeable thereon in respect of which the provisions of Schedule 12 shall apply.

3.5                 Adjustment to Purchase Price

If any payment is made by Seller to Purchaser or by Purchaser to Seller in respect of any claim (i) for any breach of this Agreement (including, for the avoidance of doubt, a breach of a Seller’s Warranty), (ii) pursuant to an indemnity under this Agreement or (iii) pursuant to Clause 7, to the extent permitted by applicable Law the payment shall be made by way of adjustment of that portion of the Purchase Price allocated in Schedule 11 to the particular category of Business Asset or the Shares to which the payment and/or claim relates under this Agreement and the Purchase Price shall be deemed to be adjusted by the amount of such payment, provided that to the extent that such an adjustment (i) is less than USD 500,000 (five hundred thousand US dollars) or (ii) would result in the portion of the Purchase Price allocated in Schedule 11 to the particular category of Business Asset being less than USD 1.00 (one US dollar), then, in each case, the amount of such adjustment shall instead be applied as an adjustment to the portion of the Purchase Price allocated in Schedule 11 to the Shares.

4                           CONDITIONS PRECEDENT

4.1                 Conditions

The respective obligations of the Parties to perform the Closing shall be conditional upon satisfaction or waiver of the following Conditions Precedent:

4.1.1                  Either

(a)                 the European Commission:

11

Confidential

Execution version

(i)                    decides that the Transaction does not give rise to a concentration falling within the scope of the European Council Regulation (EEC) 139/2004 concerning the control of concentrations between undertakings (as amended) (the “EU Regulation”);

(ii)                whether or not conditional, declares the Transaction compatible with the common market under Article 6(1)(b) or, if the European Commission has initiated proceedings pursuant to Article 6(1)(c), under Article 8(1) or 8(2) of the EU Regulation, or is deemed to have done so under Article 10(6) of the EU Regulation; or

(iii)            refers the Transaction or any part thereof to the authorities of one or more Member States under Article 9(3) of the EU Regulation or is deemed to have done so under Article 9(5) of the EU Regulation:

(A)                and each such authority grants a clearance, whether or not conditional, in respect of all those parts of the Transaction which are referred to it, or is deemed to have granted such a clearance; and

(B)                in respect of all those parts not referred to any authority of any Member State, the requirements of Clause 4.1.1(a)(ii) are satisfied;

or

(b)                 in the event that the Transaction does not constitute a concentration as referred to in Clause 4.1.1(a)(i), and only to the extent that such clearance is required, under mandatory Law, for Closing to take place, the relevant authorities of each of the relevant Member States grant clearance, whether or not conditional, under the Competition Laws for such part of the Transaction which falls under their jurisdiction.

4.1.2                  In the event that under mandatory Law, in order for Closing to take place, the Transaction requires authorisation, approval or clearance from any Governmental Authority of any Non-EU Country under the Competition Laws of such Non-EU Country, including under the HSR Act, either (a) such Governmental Authority grants the required authorisation, approval or clearance, whether or not conditional, or (b) the required authorisation, approval or clearance, is obtained by the expiry or termination of the relevant mandatory waiting period.

4.1.3                  No Governmental Authority that has jurisdiction enacts, issues, promulgates, enforces or enters any Law, judgment, decree or injunction (whether temporary, preliminary or permanent) that is in effect immediately prior to Closing and has the effect of enjoining, restraining, preventing, prohibiting or making illegal this Agreement or the completion of the Transaction.

4.1.4                  Seller is not in breach of its pre-Closing covenants set out in Clauses 5.1 through 5.4, except where such breach does not have a ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect.

4.1.5                  No ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect occurs between the Signing Date and the first Closing.

12

Confidential

Execution version

4.2                 Responsibility for satisfaction

4.2.1                  Save as provided in Clause 4.2.2, each of the Parties shall use its reasonable best efforts to ensure satisfaction of and compliance with all of the Conditions Precedent.

4.2.2                  Notwithstanding Clause 4.2.1, Purchaser shall:

(a)                 as soon as practicable, and in any event no later than twenty (20) Business Days after the Signing Date, prepare and file with the Governmental Authorities the notices and applications necessary to (i) satisfy the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and (ii) obtain all other Anti-trust Approvals, provided that Seller has the right to approve the same (such approval not to be unreasonably withheld, conditioned or delayed), and provided further that Seller and Purchaser together file, with the United States Federal Trade Commission and United States Department of Justice the notification and report form, if any, required for the Transaction under the HSR Act;

(b)                 supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Authority in connection with (i) any of the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 or (ii) any other Anti-trust Approvals, provided that, with respect to any written submission, information or documentary materials, Seller has the right to approve the same (such approval not to be unreasonably withheld, conditioned or delayed); and

(c)                  take promptly any and all steps necessary to avoid or eliminate each and every impediment to, and procure as soon as practicable, the fulfilment of the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and the obtaining of all other Anti-trust Approvals by no later than 31 December 2010 (the “Outside Date”) or, with respect to any Non-Material Business or Non-Material Group Company, 30 June 2011, including by (i) taking or giving to the competent Governmental Authorities a binding undertaking to take any action that may be necessary or appropriate in order to obtain clearance of the Transaction (including by agreeing to sell, lease, license or otherwise dispose of, or to hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, assets, rights, product lines, licenses, categories of any assets or businesses or other operations, or interests therein, of Purchaser or its subsidiaries, including the shares, properties and all other assets to be acquired (directly or indirectly) by Purchaser hereunder, and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto, that may be required by any relevant Governmental Authority) or (ii) duly and promptly complying with any condition that any relevant Governmental Authority may impose or require to approve the consummation of the Transaction and that cannot be resisted in accordance with the terms of this Agreement. For the avoidance of doubt, Purchaser shall take any and all actions necessary in order to ensure that (x) no requirement for a waiver, consent or approval of any Governmental Authority with respect to any Competition Laws, (y) no decree, decision, judgment, injunction, temporary restraining order or any other order

13

Confidential

Execution version

in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude consummation of the Transaction by the Outside Date.

4.2.3                  Purchaser shall bear all filing fees and other costs (excluding Seller’s attorneys’ fees) incurred in relation to any Anti-trust Approval.  Purchaser shall also bear all costs, penalties and fines resulting from not seeking to obtain Anti-trust Approval in any jurisdiction where it is determined that filing should have taken place, provided that Seller shall be responsible for any such costs, penalties and fines to the extent that information provided by it in connection with the Parties’ analysis of filing obligations in any such jurisdiction was inaccurate and resulted in such costs, penalties and fines.

4.2.4                  Without prejudice to Clause 4.2.2, Seller and Purchaser shall:

(a)                 promptly cooperate with and provide all necessary information and assistance required by any Governmental Authority in connection with the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and in connection with any other Anti-trust Approvals, upon being requested to do so by the other Party; and

(b)                 promptly inform the other Party of any communication received from, or given by it to, any Governmental Authority with respect to any of the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and in connection with any other Anti-trust Approvals.

4.2.5                  Notwithstanding the foregoing provisions of this Clause 4.2, except in accordance with Clause 6.5, neither Seller nor any other member of Seller’s Group shall have any obligation to hold separate or divest any assets, rights, product lines, licenses, categories of assets or businesses or other operation, or interests therein, of Seller or any other member of Seller’s Group.

4.2.6                  Without prejudice to Clauses 4.2.2(c) and 4.2.4, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or any other person challenging the Transaction (or any part thereof), each Party shall co-operate in all respects with the other Party and use its reasonable best efforts to defend, contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transaction (or any part thereof).

4.3                 (Non-)Satisfaction/Waiver

4.3.1                  As soon as reasonably practicable, but in any event within two (2) Business Days of becoming aware of the same:

(a)                 each Party shall give notice to the other Party of the satisfaction of any of the Conditions Precedent set out in Clause 4.1.1 or 4.1.2; and

(b)                 each Party shall give notice to the other Party of any development that would be reasonably likely to result in the non-satisfaction of any of the Conditions Precedent.

14

Confidential

Execution version

4.3.2                  The Conditions Precedent set out in Clauses 4.1.1, 4.1.2 and 4.1.3 may only be waived if waived by both Parties, and the Conditions Precedent set out in Clauses 4.1.4 and 4.1.5 may only be enforced or waived by Purchaser, provided that the occurrence of a Closing shall be deemed to be a waiver of each Condition Precedent other than any Deferred Condition.

4.3.3                  Subject to Clause 6.5, if:

(a)                 the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 are not satisfied or waived with respect to the USA, Germany, Canada, Thailand or the UK on or before the Outside Date, then Seller may in its sole discretion,

(b)                 the Condition Precedent set out in Clause 4.1.3 is not satisfied or waived on or before the Outside Date, then each Party may in its sole discretion,

(c)                  the Condition Precedent set out in Clause 4.1.4 is not satisfied or waived on or before the Outside Date, then Purchaser may in its sole discretion,

(d)                 the Condition Precedent set out in Clause 4.1.5 is not satisfied or waived at any time before the Outside Date, then Purchaser may in its sole discretion, or

(e)                  any Governmental Authority of competent jurisdiction enacts, issues, promulgates, enforces or enters any non-appealable judgement, decree or injunction permanently enjoining, restraining, preventing or otherwise prohibiting or making illegal this Agreement or the completion of the Transaction (or any part thereof), then each Party may in its sole discretion,

in addition to and without prejudice to all other rights or remedies available, terminate this Agreement by notice to the other Party, provided that the right to terminate this Agreement pursuant to Clause 4.3.3(a), (b) or (e) shall not be available to any Party whose failure to fulfil any of its obligations under this Agreement has been the cause of the event or condition giving rise to such termination right. In addition, the Parties may terminate this Agreement by mutual written consent. Clauses 1, 13 and 14.2 through 14.16 shall survive any termination of this Agreement.

5                           PRE-CLOSING COVENANTS

5.1                 Conduct of business

Seller undertakes to procure that between Signing and Closing the relevant members of the Seller’s Group, and between the Closing Date and any Deferred Closing, the applicable Business Seller (with respect to the relevant Non-Material Business) and/or each relevant Non-Material Group Company, shall carry on the Operations as a going concern in the ordinary course, consistent with past practice, and, in relation thereto, shall, to the extent permitted by Law (including Competition Laws), comply with the specific limitations and prohibitions set out in Schedule 18 (Part 1). Notwithstanding these specific limitations and prohibitions, the relevant members of Seller’s Group shall have the right to take the actions described in Schedule 18 (Part 2).

15

Confidential

Execution version

5.2                 Access to Operations

5.2.1                  Subject to Clause 5.2.2, Seller shall procure that, until the Closing Date or, if applicable and earlier, termination of this Agreement, the Business Sellers and the Group Companies give Purchaser and its Representatives, upon reasonable notice to Seller, reasonable access during normal working hours to the premises, Employees, accountants, Properties and books and records of or relating to the Operations to the extent necessary for Purchaser to ensure the transfer of the Group in an efficient and timely manner at Closing and to begin transition planning without unreasonable interference or interruption, and to the extent permitted by competition Laws, Seller shall provide to Purchaser and its Representatives copies of any A.T. ▇▇▇▇▇▇▇ work product with respect to the Operations.

5.2.2                  Purchaser shall not have any right to any such access in any manner or to any extent as:

(a)                 would be contrary to any applicable Law (including Competition Laws); or

(b)                 would reasonably be likely to cause undue disruption to the relevant Operations or their management.

5.3                 Intra-group agreements

5.3.1                  Seller covenants that, except as expressly set out in this Agreement or otherwise agreed by the Parties, all existing agreements and arrangements (except for the Intra-Group Retained Agreements) between one or more members of Seller’s Group (excluding the Group Companies) on the one hand and one or more Group Companies on the other hand shall be, prior to or at Closing, terminated or amended to remove any such Group Company as a party thereto, in each case without any direct or contingent liability or obligation to such Group Company, except to the extent reflected in the calculation of Net Debt and as contemplated by Clause 7.2.3.

5.3.2                  Except as otherwise provided in this Agreement, subject to Closing, neither Seller nor Purchaser shall knowingly take or omit to take any action, which would reasonably be likely to result in  any member of Seller’s Group or Purchaser’s Group, as applicable, being relieved of or unable to perform its obligations under any Intra-Group Retained Agreement.

5.3.3                  Prior to the Closing Date, Seller and Purchaser shall negotiate in good faith to review the Surface Chemistry Agreement and seek to agree a mutually acceptable amendment to it.  If such an amendment to the Surface Chemistry Agreement is not agreed by the Closing Date, then Seller and Purchaser shall cause their relevant Affiliates to execute an amendment agreement to the Surface Chemistry Agreement to the effect that:

(a)                    neither Seller nor any Affiliate of Seller shall have any right under the Surface Chemistry Agreement to restrict in any way any member of the Purchaser’s Group (including the US Company) from directly or indirectly (i) developing, manufacturing, selling, distributing or otherwise supplying Specialty Starches for use for or to any person outside the Seller’s Group for use in any Customer Field or (ii) conducting any research with any person outside the Seller’s Group that produces products in any Customer Field;

(b)                   neither Purchaser nor any Affiliate of Purchaser shall have any right under the

16

Confidential

Execution version

Surface Chemistry Agreement to directly or indirectly (i) require in any way any member of the Seller’s Group (including Akzo Nobel Surface Chemistry LLC) to purchase Specialty Starch from any member of the Purchaser’s Group (including the US Company) or (ii) restrict any member of the Seller’s Group (including Akzo Nobel Surface Chemistry LLC) from conducting any research in the Customer Field with any person that produces Specialty Starches; and

(c)                    the obligation of the relevant member of the Purchaser’s Group (including the US Company) to supply the relevant products under the Surface Chemistry Agreement in any one consecutive period of 12 (twelve) months shall not exceed 110% (one hundred and ten percent) of the volume of products delivered in the 12 (twelve) months immediately preceding the Closing Date.

5.4                 Estimated Statements

5.4.1                  Subject to Clause 6.5, no later than 3 (three) Business Days prior to the date set pursuant to Clause 6.1.1 for Closing, Seller shall deliver to Purchaser the Estimated Net Debt Statements and the Estimated Working Capital Statements for each of the Company (including all other Group Companies other than the US Company and its Subsidiary) and the US Company (including its Subsidiary) and each relevant Business.

5.4.2                  Each Estimated Working Capital Statement shall be drawn up in the form set out in Schedule 13 (Part 1) and each Estimated Net Debt Statement shall be drawn up in the form set out in Schedule 13 (Part 2).

5.4.3                  Any amounts included in the determination of any Estimated Net Debt Statement or any Estimated Working Capital Statement in currencies other than USD shall be translated into USD at the exchange rates as reasonably determined by Seller at the date of drawing up the Estimated Net Debt Statements.

5.4.4                  The Estimated Net Debt Statements and the Estimated Working Capital Statements shall for purposes of the calculation and allocation of the Estimated Purchase Price not be subject to review by Purchaser and shall be final and binding on the Parties.

5.5                 Financial Statements

5.5.1                  In the period prior to the Closing Date, subject to Clause 5.5.2, (a) Seller shall deliver to Purchaser, in respect of each fiscal quarter that falls between April 1, 2010 and the Closing Date, within 9 weeks after the end of such fiscal quarter, an unaudited statement of acquired assets and liabilities of the Group as of the end of such fiscal quarter, and related unaudited statements of operating activities and identifiable cash flows of the Group for such quarter and for the period from 31 December 2009 through the end of such quarter, prepared in accordance with IFRS and consistent with the preparation of the Accounts (the “Financial Statements”), which Financial Statements, for the avoidance of doubt, shall be limited to the aforesaid three primary statements, reviewed but not audited, and shall not be required to contain any other information normally contained in a report prepared under IAS 34 other than customary footnotes necessary for interim financial statements; and (b) at Purchaser’s cost and expense, Seller shall reasonably cooperate and shall procure that

17

Confidential

Execution version

the Group’s management reasonably cooperates with Purchaser in a timely manner as reasonably requested by Purchaser in connection with Purchaser’s preparation of pro forma financial information in respect of the Group as required by Regulation S-X under the Securities Act and the filing of the necessary financial statements and pro forma financial information with the SEC, including using reasonable efforts to obtain from Seller’s accountants relevant consent letters necessary in connection with the foregoing.

5.5.2                  Except as expressly set out in the foregoing provisions of this Clause 5.5: (a) filing financial statements of the Group with the SEC pursuant to the requirements of Regulations S-K and S-X or other requirements is the sole responsibility of Purchaser; (b) in no event shall Seller or any Group Company or any of their Affiliates or Representatives be liable to Purchaser for any failure of the Financial Statements to comply with the requirements of Regulations S-K and S-X or to be prepared prior to expiry of a period of 71 (seventy-one) days after the date on which the Purchaser’s Form 8-K reporting the Closing must be filed with the SEC, except to the extent that any such failure directly results from a breach by Seller of its obligations under Clause 5.5.1, in which event, as Purchaser’s sole and exclusive remedy, Purchaser shall have the right to repayment by Seller of all amounts paid by Purchaser to Seller under Clause 5.5.1; (c) Purchaser shall reimburse Seller or any Group Company, promptly upon request, for any out-of-pocket expenses incurred by Seller or any Group Company or any of their Affiliates or Representatives relating to their actions taken pursuant to and in accordance with this Clause 5.5, including out-of-pocket expenses incurred in connection with the preparation of the Financial Statements; and (d) except as set out in Clause 6.1.1, Purchaser shall not be entitled to, and shall not directly or indirectly attempt to, delay Closing pending the provision of any of the financial statements contemplated by any of the provisions of this Clause 5.5.

5.6                 Cooperation in respect of Financing

5.6.1                  Subject to Clause 5.6.2, at the request, cost and expense of Purchaser, prior to the Closing Seller’s Group shall cooperate reasonably, and shall request its Representatives to reasonably cooperate, in connection with the financing to be obtained by Purchaser under the Commitment Letter and/or any equity, debt or other securities issuance to refinance or replace all or any part of such financing (together, the “Financing”), in each case for the purchase of the Group pursuant to this Agreement (provided that such requested cooperation does not unreasonably interfere with the ongoing management or operations of the Group, or require travel or demands on the time of management or employees that in the view of Seller is unreasonably disruptive to the management or operations of the Group), including (a) furnishing pertinent information regarding the Group as may be reasonably requested by Purchaser, (b) participating in a reasonable number of meetings, presentations and sessions with rating agencies and (c) using reasonable efforts to obtain accountants’ comfort letters and accountants’ consents as reasonably requested by Purchaser.

5.6.2                  The obligations of Seller under this Clause 5.6 shall be limited as follows: (i) arrangement of the Financing is the sole responsibility of Purchaser, (ii) Seller and its Representatives

18

Confidential

Execution version

shall not be required to enter into any agreements or incur any Liabilities in respect of the Financing, none of the Group Companies or their respective Affiliates and Representatives shall be required to incur any Liabilities in respect of the Financing prior to Closing, and Purchaser shall indemnify and hold harmless each of Seller, the Group Companies and their respective Representatives for and against any Losses arising from or relating to their involvement or cooperation in connection with the Financing and any information utilized in connection therewith, including under any securities Law, provided that the foregoing provisions of this Clause 5.6.2(ii) shall be without prejudice to any claim by Purchaser for breach of the Seller’s Warranties or Seller’s obligations under this Agreement, (iii) Purchaser shall reimburse Seller or any Group Company, promptly upon request, for any out-of-pocket expenses incurred by Seller or any Group Company or any of their Affiliates or Representatives relating to their cooperation in connection with the Financing; (iv) none of Seller, any Group Company or any Representative of them shall have any obligation to meet or participate in any meetings with any potential lender, investor or member of a banking syndicate, in a manner that would unreasonably interfere with the operation of Seller’s or any Group Company’s business, (v) nothing in this Clause 5.6 shall be deemed to permit or require the disclosure of information that would otherwise be prevented under Clause 13 (Confidentiality); (vi) obtaining the Financing, and cooperation by Seller, the Group Companies and their Representatives in obtaining the Financing, is not a condition to the obligations of Purchaser hereunder and (vii) except as set out in Clause 6.1.1, Purchaser shall not be entitled to, and shall not directly or indirectly attempt to, delay Closing in order to draw amounts under any debt facility or to arrange any equity, debt or other securities issuance to refinance or replace all or any part of the bridge facility referred to in the Commitment Letter.

6                           CLOSING

6.1                 Date and place

6.1.1                  Subject to Clause 6.5 and to the satisfaction (or waiver under Clause 4.3.2) of each of the Conditions Precedent, Closing shall take place at 11.00 CET on the date that is the later of (a) the fifth Business Day after satisfaction or waiver of each Condition Precedent (other than those Conditions Precedent that by their terms are to be satisfied at Closing, but subject to the satisfaction or waiver of those Conditions Precedent) and (b) the date that is 4 (four) weeks after Seller delivers the Financial Statements last due pursuant to Clause 5.5 (or such earlier date as may be specified in writing by Purchaser at least 2 (two) Business Days prior thereto), unless another date and time is agreed to by the Parties in writing.

6.1.2                  Notwithstanding the period of 4 (four) weeks after the delivery by Seller of the Financial Statements pursuant to Clause 5.5 not having lapsed, at the election of Seller, the date for Closing shall be determined under Clause 6.1.1(a) (without regard to Clause 6.1.1(b)), provided that in such event, in the event that Purchaser, for purposes of paying to Seller the Closing Payment Amount, makes use of its bridge financing facility under the

19

Confidential

Execution version

Commitment Letter,  Seller shall pay Purchaser at Closing an amount in cash equal to USD 14,800,000 (fourteen million eight hundred thousand US dollars).  For the avoidance of doubt, amounts paid by Seller pursuant to this Clause 6.1.2 shall not be treated as adjustments to the Purchase Price pursuant to Clause 3.5, to the extent permitted by Law.

6.1.3                  Closing shall take place in Amsterdam, the Netherlands, at the offices of Seller’s Lawyers or at such other location as the Parties may agree to in writing.

6.2                 Payment of Closing Payment Amount and Closing events

6.2.1                  Subject to Clause 6.2.2, Purchaser shall pay the aggregate of the Estimated Purchase Price and the Estimated Intra-Group Indebtedness (the “Closing Payment Amount”) to bank account number ▇▇.▇▇.▇▇.▇▇▇ (a designated account, ‘kwaliteitsrekening’) in the name of the offices of the Notary, on the Business Day before and with value per the Closing Date, which amount shall be held for Purchaser until execution of the notarial deed of transfer of the Shares under Paragraph 2 of Schedule 8 (Part 1), after which the Notary shall hold the Estimated Purchase Price on behalf of Seller and pay said amount in accordance with Seller’s instructions.

6.2.2                  In the event that Purchaser uses its Committed Financing Facility for the payment of the Estimated Purchase Price, then Purchaser shall procure that the Closing Payment Amount is paid to bank account number ▇▇.▇▇.▇▇.▇▇▇  (a designated account, ‘kwaliteitsrekening’), in the name of the offices of the Notary before 11:00 CET on the Closing Date and with value per the Closing Date, which amount shall be held for Purchaser until execution of the notarial deed of transfer of the Shares under Paragraph 2 of Schedule 8 (Part 1), after which the Notary shall hold the Estimated Purchase Price on behalf of Seller and pay said amount in accordance with Seller’s instructions.

6.2.3                  At Closing, the Parties shall procure that those of the obligations set out in Schedule 8 (Part 1) for which they are respectively responsible, are performed for the transfer of the Shares, the US Interests, the Business Assets and the Business Liabilities, provided that if Seller does not deliver one of the certificates as set out in Paragraphs 1(a)(ii) and 1(a)(iii) of Schedule 8 (Part 1) and, if applicable, the undertaking described in Paragraph 1(a)(iii) of Schedule 8 (Part 1),  Purchaser shall be relieved of its obligations to perform the Closing and shall be entitled, as its sole and exclusive remedy, by notice served on or after the date set for Closing in Clause 6.1, to terminate this Agreement (save that Clauses 1, 13 and 14.2 through 14.16 shall survive termination), in which event the Parties shall forthwith take all such action as is necessary to reverse any action already taken under Clause 6.2 or 6.3 or Schedule 8 (Part 1).

6.3                 Repayment of Estimated Intra-Group Indebtedness

6.3.1                  The payment of the Estimated Intra-Group Indebtedness as part of the Closing Payment Amount shall be deemed to be payment (a) by Purchaser (made on behalf of the relevant Group Companies) to Seller (received on behalf of the relevant members of Seller’s Group (excluding the Group Companies)) of the Estimated Intra-Group Payables, and (b)  by Seller (made on behalf of the relevant members of Seller’s Group (excluding the Group

20

Confidential

Execution version

Companies)) to Purchaser (received on behalf of the relevant Group Companies) of the Estimated Intra-Group Receivables.

6.3.2                  Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sum of the Estimated Cash Balances and the Estimated Intra-Group Receivables (net of Estimated Intra-Group Payables) exceeds USD 50,000,000 (fifty million US dollars) in aggregate (such excess, the “Excess Cash Amount”), the payment obligation under this Agreement in respect of the Excess Cash Amount shall become due, without deduction or set-off (subject to the proviso set out below) 90 (ninety) days after the Closing Date (or such other date as may be agreed to in writing by the Parties), provided that the Excess Cash Amount shall be reduced by any out-of-pocket expenses reasonably incurred by the relevant members of Purchaser’s Group and any Taxes incurred by the relevant members of Purchaser’s Group in respect of the extraction of any portion of the Excess Cash Amount (it being understood, for the avoidance of doubt, that such Taxes shall include those Taxes incurred by the relevant members of Purchaser’s Group in respect of the distribution of any portion of the Excess Cash Amount (i) from the relevant Group Company to the Company, (ii) from the Company to the relevant Share Purchaser and (iii) from the relevant Share Purchaser to Purchaser). Purchaser shall take reasonable steps to eliminate or reduce the Taxes described in the proviso to the preceding sentence and shall take into consideration any suggestions made by Seller in relation thereto

6.4                 Breach of Closing obligations

Subject to Clause 6.5, if any Party breaches any material obligation in Clauses 6.2 or 6.3 or Schedule 8 (Part 1) in relation to Closing, Purchaser, in the case of breach by Seller, or Seller, in the case of breach by Purchaser, shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) by notice served on or after the Closing Date:

6.4.1                  to terminate this Agreement (save that Clauses 1, 13 and 14.2 through 14.16, and this Clause 6.4.1 shall survive termination), in which event the Parties shall forthwith take all such action as is necessary to reverse any action already taken under Clause 6.2 or 6.3 or Schedule 8 (Part 1);

6.4.2                  to effect Closing so far as practicable having regard to a default or defaults which have occurred; or

6.4.3                  to set a new date for Closing (not being more than 20 (twenty) Business Days after the previously set date for Closing) in which case the provisions of Clauses 6.2, 6.3 and 6.4 and Schedule 8 (Part 1) shall apply to Closing as so deferred.

6.5                 Deferred Closing

In the event that the Conditions Precedent have been satisfied or waived (other than those Conditions Precedent the satisfaction of which is to be determined at Closing), save for either of the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 (each a “Deferred Condition”), then, if such Deferred Condition relates to a jurisdiction other than the USA, Germany, Canada, Thailand or the UK (any such other jurisdiction, a “Deferred Jurisdiction”), then:

21

Confidential

Execution version

6.5.1                  subject to Clause 6.5.2, Closing shall proceed in accordance with the terms of Clauses 6.1, 6.2 and 6.3 in respect of the Shares, US Interests and all other Businesses (other than those relating to the Deferred Jurisdictions) as if the Deferred Conditions were not Conditions Precedent to said Closing;

6.5.2                  if a Deferred Jurisdiction relates to any Group Company outside the USA, Germany, Canada, Thailand or the UK (each, a “Non-Material Group Company”), Seller shall procure that, to the extent reasonably practicable, all of the shares of each such Non-Material Group Company are transferred directly or indirectly from the Company to another member of Seller’s Group (excluding the Group Companies) (the “Interim Holdco”) as soon as reasonably practicable and, at 11.00 CET on the fifth Business Day after completion of such transfer(s), Closing in respect of the Shares, US Interests and all other Businesses (other than those relating to such Deferred Jurisdiction) shall proceed in accordance with the terms of Clause 6.5.1;

6.5.3                  notwithstanding there being one or more Deferred Jurisdictions, the full amount of the Estimated Purchase Price shall be paid at the first Closing;

6.5.4                  Closing in respect of each Deferred Jurisdiction (each, a “Deferred Closing”) shall take place at 11.00 CET on the first Business Day of the month following the month in which notification of the satisfaction or waiver of the Deferred Conditions relating to the Deferred Jurisdiction occurs and shall take place in Amsterdam, the Netherlands, at the offices of Seller’s Lawyers, or at such other location, time or date as may be agreed between Seller and Purchaser and the Parties shall take the relevant actions described in Clauses 2.5.1 and 6.2.3;

6.5.5                  as soon as reasonably practicable after each Deferred Closing and subject to Paragraph 2.1(vii) of the Tax Indemnity, the Parties shall account to each other in respect of the Business outside of the USA, Germany, Canada, Thailand or the UK (each, a “Non-Material Business”) and/or Non-Material Group Company to which the Deferred Closing relates in order to place each Party in the financial position (including in respect of Taxes, but excluding in respect of the time value of money) in which it would have been in respect thereof had the Deferred Closing occurred on the Closing Date, it being agreed that, subject to the occurrence of the Deferred Closing, the risk and benefit in respect of such Non-Material Business and/or Non-Material Group Company shall be deemed to have passed to Purchaser at the Effective Time;

6.5.6                  without detracting from the Parties’ obligations under Clause 4.2, if any of the Deferred Conditions has not been satisfied or waived on or before the date that is 6 (six) months after the Outside Date, Seller and Purchaser shall consult in good faith and appoint an independent trustee who shall be instructed to procure the sale of any affected assets (the “Non-Cleared Assets”) to a third party. In procuring such sale, Purchaser and Seller shall act in good faith and in accordance with their respective reasonable requirements.  Purchaser and Seller agree that such sale shall be conducted by the independent trustee, who shall be instructed to sell within a period of no longer than six (6) months, the Non-Cleared Assets, to a third party on the best price and other terms reasonably available.

22

Confidential

Execution version

Seller shall have no liability to Purchaser in relation to the price obtained for such sale (other than set out below) or in relation to any other term or condition of such sale, and shall not in any circumstances act as a trustee or fiduciary for Purchaser.  Purchaser shall be entitled to receive within 3 (three) Business Days after the completion of such sale the proceeds of the sale of any Non-Cleared Assets (net of any Taxes, fees and expenses including the fees and expenses of the independent trustee, arising in connection with such sale);

6.5.7                  the Parties shall co-operate to ensure that, until the Deferred Closing occurs in respect of, or Clause 6.5.6 becomes applicable to, a Deferred Jurisdiction, services and commercial relations between, on the one hand, the Group Companies and Businesses in respect of which Closing does take place, and, on the other hand, the Non-Material Group Companies and Non-Material Businesses, are maintained and rendered in the ordinary course of business;

6.5.8                  nothing in this Agreement shall be interpreted or implemented in any manner that would require the Parties to violate any Competition Laws, and the operation of any other provision of this Agreement shall not permit the transfer to Purchaser or any Affiliate thereof (including any Group Company directly or indirectly owned by Purchaser following the Closing) of a Non-Cleared Asset or any beneficial interest therein unless and until the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 have been fulfilled insofar as is required to allow such asset to be lawfully and validly transferred to Purchaser or such Affiliate;

6.5.9                  Clauses 6.2.3 and 6.4 shall apply mutatis mutandis to this Clause 6.5, provided that any termination of this Agreement shall only apply to the extent relating to those Deferred Jurisdictions in respect of which no Deferred Closing has occurred by date of such termination; and

6.5.10           all Tax costs incurred by Seller’s Group in connection with any restructuring actions taken pursuant to Clause 6.5.2 to procure the effecting of any Deferred Closing shall be shared equally between Purchaser and Seller, and before effecting any such restructuring actions, Seller shall consult with Purchaser as to the estimated Tax costs which Seller expects to be incurred by Seller’s Group in connection with such restructuring actions. Seller shall take reasonable steps to eliminate or reduce such Tax costs and shall take into consideration any suggestions made by Purchaser in relation thereto.

7                           POST-CLOSING ADJUSTMENTS

7.1                 Working Capital Statements and Net Debt Statements

7.1.1                  Within 40 (forty) Business Days after the Effective Time, Seller shall prepare and deliver to Purchaser:

(a)                 a draft of the Working Capital Statement for each of the Company (including all other Group Companies other than the US Company and its Subsidiary) and the US Company (including its Subsidiary) and each relevant Business in the form set out in

23

Confidential

Execution version

Schedule 13 (Part 1); and

(b)                 a draft of the Net Debt Statement for each of the Company (including all other Group Companies other than the US Company and its Subsidiary) and the US Company (including its Subsidiary) in the form set out in Schedule 13 (Part 2).

7.1.2                  Each Working Capital Statement and Net Debt Statement shall be prepared in accordance with Schedule 13 (Part 3).

7.1.3                  The draft Working Capital Statements and draft Net Debt Statements shall be delivered to Purchaser at the same time, it being further agreed that:

(a)                 in the event that Purchaser disagrees with any draft Working Capital Statement or draft Net Debt Statement, Purchaser shall within 30 (thirty) Business Days after receipt thereof, deliver notice of such disagreement to Seller, such notice (the “Notice of Disagreement”) to specify (i) each line item in the relevant draft statement(s) with which Purchaser disagrees, including the amount of the adjustment required by Purchaser to be made in respect of such line item, and (ii) in reasonable detail, the reason for Purchaser’s disagreement in respect of each such line item, provided, however, that Purchaser shall not deliver a Notice of Disagreement unless the adjustments identified therein would result in a change to the aggregate Working Capital and Net Debt of the Group in an amount no less than USD 2,000,000 (two million US dollars);

(b)                 if Purchaser does not deliver a Notice of Disagreement in terms of Clause 7.1.3(a), the draft Working Capital Statements and draft Net Debt Statements shall be final and binding on Seller (and each relevant other member of Seller’s Group) and Purchaser (and each relevant other member of Purchaser’s Group) for all purposes;

(c)                  if Purchaser delivers a Notice of Disagreement in terms of Clause 7.1.3(a), then:

(i)                    at the election of Seller each line item in the draft Working Capital Statements and draft Net Debt Statements in respect of which Purchaser does not deliver a Notice of Disagreement in accordance with Clause 7.1.3(a), shall be final and binding on Seller (and each other member of Seller’s Group) and Purchaser (and each other member of Purchaser’s Group) for all purposes, provided that Seller shall, by notice to Purchaser within 10 (ten) Business Days after the delivery of a Notice of Disagreement, be entitled to place such other line items in dispute as are directly related to the line items placed in dispute by Purchaser under the Notice of Disagreement; and

(ii)                Seller and Purchaser shall attempt in good faith to reach agreement in respect of those line items in the relevant draft Working Capital Statement(s) and/or draft Net Debt Statement(s) in respect of which Purchaser has thus given Notice of Disagreement or Seller has provided notice to Purchaser pursuant to Clause 7.1.3(c)(i), provided that if Seller and Purchaser do not reach such agreement within 20 (twenty) Business Days after the later of the delivery of the Notice of Disagreement, or Seller’s notice pursuant to Clause 7.1.3(c)(i),

24

Confidential

Execution version

Seller or Purchaser may by notice to the other require that those line items in the relevant draft Working Capital Statement(s) and/or draft Net Debt Statement(s) (A) that have been properly specified in Purchaser’s Notice of Disagreement in accordance with Clause 7.1.3(a) or Seller’s notice pursuant to Clause 7.1.3(c)(i), or (B) that have not become final and binding pursuant to Clause 7.1.3(c)(i), and in each case have not subsequently been agreed upon between Seller and Purchaser within the aforesaid 20 (twenty) Business Days (each a “Disputed Item”), be referred to the Reporting Accountants in the terms of Schedule 13 (Part 4).

7.1.4                  In order to enable the preparation and determination of the Working Capital Statements and Net Debt Statements, Purchaser shall procure the keeping up-to-date and, subject to reasonable notice, making available to Seller’s Representatives during normal office hours of all books and records relating to the Group to the extent relevant to the preparation and determination of the Working Capital Statements and the Net Debt Statements, and co-operate with them with regard to the preparation and determination of the Working Capital Statements and Net Debt Statements. Purchaser’s Group shall, in so far as it is reasonable to do so, make available the employees of the Group to assist Seller in the performance of Seller’s duties and exercise of Seller’s rights under this Clause 7.1.

7.1.5                  In order to enable Purchaser to evaluate the draft Working Capital Statements and Net Debt Statements, Seller shall provide Purchaser’s Representatives with reasonable detailed support for the underlying information and basis of preparation of the Working Capital Statements and Net Debt Statements and co-operate with Purchaser’s Representatives with regard to the review and evaluation thereof.

7.2                 Adjustments to Purchase Price and repayment of Intra-Group Indebtedness

7.2.1                  Working Capital

In respect of each of the Company (including all other Group Companies other than the US Company and its Subsidiary) and the US Company (including its Subsidiary) and each relevant Business:

(a)                 if its Working Capital Adjustment reflected in the relevant Working Capital Statement is less than its Estimated Working Capital Adjustment, Seller, on behalf of the Share Seller, US Seller or Business Seller, as the case may be, shall repay to Purchaser, acting on behalf of the relevant Share Purchaser or Business Purchaser, an amount equal to such deficit; or

(b)                 if its Working Capital Adjustment reflected in the relevant Working Capital Statement exceeds its Estimated Working Capital Adjustment, Purchaser, on behalf of the relevant Share Purchaser or Business Purchaser, as the case may be, shall pay Seller, acting on behalf of the Share Seller, US Seller or Business Seller, an amount equal to such excess.

25

Confidential

Execution version

7.2.2      Net Debt

In respect of each of the Company (including all other Group Companies other than the US Company and its Subsidiary) and the US Company (including its Subsidiary):

(a)      to the extent that its Net Debt reflected in the relevant Net Debt Statement exceeds the relevant Estimated Net Debt, Seller shall have a payment obligation to Purchaser in an amount equal to such excess; or

(b)      to the extent that its Net Debt reflected in the relevant Net Debt Statement is less than the relevant Estimated Net Debt, Purchaser shall have a payment obligation to Seller in an amount equal to such deficit.

7.2.3      Intra-Group Indebtedness

In respect of each Group Company:

(a)      to the extent that the amount of any Intra-Group Payable is less than the amount of the Estimated Intra-Group Payable, Seller shall have an obligation to pay, on behalf of the relevant member of the Seller’s Group, to Purchaser, acting on behalf of the relevant Group Company, an amount equal to such deficit;

(b)      to the extent that the amount of any Intra-Group Payable exceeds the amount of the Estimated Intra-Group Payable, Purchaser shall have an obligation to pay, on behalf of the relevant Group Company, to Seller, acting on behalf of the relevant member of the Seller’s Group, an amount equal to such excess;

(c)      to the extent that the amount of any Intra-Group Receivable is less than the amount of the Estimated Intra-Group Receivable, Purchaser shall have an obligation to pay, on behalf of the relevant Group Company, to Seller, acting on behalf of the relevant member of the Seller’s Group, an amount equal to such deficit; and

(d)      to the extent that the amount of any Intra-Group Receivable exceeds the amount of the Estimated Intra-Group Receivable, Seller shall have an obligation to pay, on behalf of the relevant member of the Seller’s Group, to Purchaser, acting on behalf of the relevant Group Company, an amount equal to such excess.

7.2.4      Interest

Any payment to be made in accordance with this Clause 7.2 shall include interest thereon calculated from the day after the Effective Time to the day of payment, both days inclusive, at the Interest Rate.

7.2.5      Payment

(a)      The due date for any payment to be made under this Clause 7.2, shall be the 5th (fifth) Business Day after the relevant Net Debt Statement or the relevant Working Capital Statement, as the case may be, has been finally determined in accordance with Clause 7.1.3.

(b)      All payments (including interest payments) made under this Clause 7.2 (excluding Clause 7.2.3) shall be made on account of the Purchase Price and the allocation of the Purchase Price shall be adjusted in accordance with Schedule 11 (Part 1).

(c)      To the extent legally permissible, the payment obligations and payments to be made

26

Confidential

Execution version

pursuant to this Clause 7.2, shall be aggregated and discharged by way of set-off.

8         POST-CLOSING OBLIGATIONS

8.1      Indemnity against Group Liabilities

Subject to Closing and Clause 8.2, and save to the extent otherwise provided in this Agreement, Purchaser shall indemnify, defend and hold harmless Seller and, as an irrevocable third party stipulation (`derdenbeding´), each member of Seller’s Group against:

8.1.1      all Group Liabilities;

8.1.2      any Losses which any member of Seller’s Group may suffer by reason of it taking any reasonable action to avoid, resist or defend any Liability referred to in Clause 8.1.1;

it being agreed that Clause 11, shall apply mutatis mutandis, to any claim by a member of Seller’s Group under this Clause 8.1.

8.2      Indemnity against Excluded Liabilities

Seller shall indemnify and hold harmless Purchaser and, as an irrevocable third party stipulation (‘derdenbeding’), each member of Purchaser’s Group (including each Group Company, each Business Purchaser and each Share Purchaser) against:

8.2.1      all Excluded Liabilities; and

8.2.2      subject to Clause 11, any Losses that any member of Purchaser’s Group may suffer by reason of it taking any reasonable action to avoid, resist or defend any Excluded Liability.

8.3      Release of Guarantees

8.3.1      Purchaser shall procure, with effect from Closing or as soon as practicable thereafter, the release of Seller and any other member of Seller’s Group (excluding the Group Companies) from any (joint and/or several) Guarantees given by, assumed by or binding upon Seller or any other member of Seller’s Group in relation to any of the Business Liabilities). or any of the Liabilities of the Group Companies (other than any Excluded Liabilities or any Liabilities (including any Liability for Tax) for which Seller is liable under an indemnity set out in this Agreement), provided that Seller shall procure that the relevant member of Seller’s Group shall reimburse Purchaser (or the relevant member of Purchaser’s Group) for any transaction costs initially incurred by Purchaser in excess of USD 500,000 (five hundred thousand US dollars) in the aggregate in procuring the release of any Guarantees that are not listed in Schedule 4. Subject to Closing, pending such release Purchaser shall indemnify, defend and hold harmless Seller and, as an irrevocable third party stipulation (‘derdenbeding’), the other members of Seller’s Group (excluding the Group Companies) against all amounts paid by any of them pursuant to any such Guarantees (other than with respect to any Excluded Liabilities or any Liabilities (including any Liability for Tax) for which Seller is liable under an indemnity set out in this Agreement).

8.3.2      Seller shall procure, with effect from Closing or as soon as practicable thereafter, the

27

Confidential

Execution version

release of each Group Company from any (joint and/or several) Guarantees given by, assumed by or binding upon the Group Company in relation to any Liability of Seller or any other member of Seller’s Group (excluding the Group Companies). Subject to Closing, pending such release, Seller shall indemnify, defend and hold harmless Purchaser and, as an irrevocable third party stipulation (‘derdenbeding’), the other members of Purchaser’s Group against all amounts paid by any of them pursuant to any such Guarantees.

8.4      Trade receivables/payables; Post-Closing receipts

8.4.1      Each Party shall procure that any indebtedness (other than indebtedness that is part of Intra-Group Receivables or Intra-Group Payables) incurred in the ordinary course of trading prior to Closing between the Group and Seller’s Group and outstanding at Closing, shall be settled in cash in accordance with the usual terms and conditions of trading between such entities or, if there are no such terms, within 30 (thirty) days of invoice.

8.4.2      If at any time after the Effective Time, any member of Seller’s Group receives any monies in respect of any Business Receivable or receivable of a Group Company, then Seller shall procure that the relevant member of Seller’s Group shall pay the amount received to the relevant Business Purchaser or the relevant Group Company, as the case may be, as soon as reasonably practicable.

8.4.3      If at any time after the Effective Time, any member of Purchaser’s Group receives any monies in respect of any right, interest, claim or other asset or Liability of any Business Seller which is not included in the Business Assets or Business Liabilities, then Purchaser shall procure that the relevant member of Purchaser’s Group shall pay the amount received to the relevant Business Seller as soon as reasonably practicable.

8.5      Use of names

8.5.1      Purchaser shall not, and shall procure that no member of Purchaser’s Group shall, after Closing, use in any way whatsoever, by means of trading names, domain names, registered or unregistered trade marks, logos or otherwise, the name AkzoNobel or Imperial Chemical Industries or ICI, or any abbreviation thereof or any name or lettering which is confusingly similar to the same. Notwithstanding the foregoing provisions of this Clause 8.5.1, Purchaser shall, as soon as practicable after the Closing, but in any event within 6 (six) months after the Closing Date, procure that the names AkzoNobel, Imperial Chemical Industries and ICI, or any abbreviation thereof, is removed from all products, business stationery and other assets held by any member of the Group or acquired by Purchaser pursuant to this Agreement, and, within 6 (six) months after the Closing Date, procure that such name or abbreviation is removed from all premises occupied by Purchaser or any other member of Purchaser’s Group.

8.5.2      Except as otherwise provided in the IP Licence or in any Intra-Group Retained Agreement, Seller shall not, and shall procure that no member of Seller’s Group shall, after Closing, use in any way whatsoever any Acquired Intellectual Property.

8.6      Retention of records

8.6.1      Purchaser shall retain for a period of 10 (ten) years from Closing, or such longer period as

28

Confidential

Execution version

may be prescribed by applicable Law, at least one copy of all material books, records and other written information relating to the Group that are at the Properties at Closing or that are held by or on behalf of any member of Purchaser’s Group pursuant to the transactions contemplated by this Agreement and, to the extent reasonably required by Seller, shall allow Seller, upon reasonable notice, access during normal office hours to such books, records and other information, including the right to inspect and take copies (at Seller’s expense); provided that, as between the Parties, Purchaser may dispose of such books, records or other information prior to the termination of such 10-year or longer period if it gives at least 90 days’ prior written notice to Seller of its intention to do so, in which case Seller shall be given an opportunity (at Seller’s expense), to remove and retain all or any part of such books and records as it may elect.

8.6.2      Seller’s Group shall retain for a period of 10 (ten) years from Closing, or such longer period as may be prescribed by applicable Law, any material books, records or other written information relating to any Group Company or any Business that are not at the Properties at Closing or held by or on behalf of any member of Purchaser’s Group pursuant to the transactions contemplated by this Agreement and, to the extent reasonably required by Purchaser, shall allow Purchaser, upon reasonable notice, access during normal office hours to such books, records and information, including the right to inspect and take copies (at Purchaser’s expense); provided that, as between the Parties, Seller may dispose of such books, records or other information prior to the termination of such 10-year or longer period if it gives at least 90 days’ prior written notice to Purchaser of its intention to do so, in which case Purchaser shall be given an opportunity (at Purchaser’s expense), to remove and retain all or any part of such books and records as it may elect.

8.6.3      Without limiting the generality of the foregoing, in the case of records relating to Taxation, and, subject to Paragraph 1 of Schedule 12 in relation to VAT records, Seller and Purchaser shall retain all records that may be required for the conduct of any audit or other proceedings until the expiration of the applicable statutory limitation period or, if later, a final judgment in or settlement of any ongoing audit or other proceeding with any applicable Taxing Authority and, upon reasonable notice, shall provide each other access to all books and records relating to the Group as may be reasonably required to exercise their rights under Paragraph 9 of Schedule 14. In particular, Purchaser agrees to retain records of National Starch LLC in such format as required in Internal Revenue Service Revenue Procedure 98-25.

8.7      Insurance

8.7.1      Termination of coverage

Subject to Clause 8.7.2, as of the Closing Date all coverage with respect to the Group Companies and Businesses under the Insurance Policies in respect of events, occurrences or accidents occurring on or after the Closing Date shall be cancelled and terminated, excluding those Insurance Policies in respect of which one or more Group Companies are the sole policy holders or named insureds (the “Continuing Policies”).

8.7.2      Availability of Seller’s Group’s rights of recovery under certain Insurance Policies

29

Confidential

Execution version

Subject to Closing, for a period of 90 (ninety) days after the Closing Date, Seller shall cause the relevant members of Seller’s Group to make available (to the extent permitted under the relevant Insurance Policies) to the Group Companies and Business Purchasers (on behalf of and in relation to the Operations) Seller’s Group’s rights of recovery under the Insurance Policies solely in respect of third party general and product liability, auto liability or workers’ compensation / employers’ liability, claims filed in relation to events, occurrences or accidents occurring prior to the Closing Date, to the extent that such claims are not reflected in a Working Capital Statement or a Net Debt Statement (if then final and binding pursuant to Clause 7.1.3). Seller and Purchaser shall co-operate in connection with the handling and administration of these claims. Subject to Clause 8.7.3, following this 90 (ninety) day period, the Group Companies and Business Purchasers shall not be entitled to any rights of recoveries under any of the Insurance Policies other than the Continuing Policies for claims made in respect of events, occurrences or accidents occurring prior to the Closing Date that have not been reported by a Group Company or other member of Purchaser’s Group.

8.7.3      Historical occurrence-based Insurance Policies

Subject to Closing, upon Purchaser’s request and at Purchaser’s sole cost and expense, Seller shall cause the relevant members of Seller’s Group to make available to Purchaser’s Group (to the extent permitted under and subject to the terms and limits of cover applicable under the relevant Insurance Policies and on a non-exclusive basis) any rights of recovery which any member of Seller’s Group may have under any occurrence-based Insurance Policies with third-party insurers that at any time have covered Liabilities arising from or with respect to the Operations, including all such Insurance Policies in respect of which a predecessor of any Affiliate of Seller was the named insured.

8.8      Tax Indemnity

The provisions of Schedule 14 (Part 1) shall apply in respect of Taxes.

8.9      Intellectual Property Matters

The provisions of Schedule 14 (Part 2) shall apply in respect of Intellectual Property matters.

8.10   Hive-out Matters

8.10.1    Seller shall not assert any right to terminate any NPG Contract pursuant to Section 7.5(b) of the Master NPG Agreement or any similar provision of any other Hive-out Agreement.

8.10.2    Seller and Purchaser shall not, and shall cause their respective Affiliates not to, assert under any circumstance any claim against each other for any breach of, or any default under, Section 7.3 of the Master NPG Agreement or any similar provision of any other Hive-out Agreement.

8.10.3    As and to the extent requested by Purchaser, Seller shall, subject to being reimbursed by Purchaser for all reasonable out-of-pocket expenses incurred by Seller, promptly exercise, or cause to be exercised, any rights Seller or any of its Affiliates may have to require ▇▇▇▇▇▇ KGaA or its Affiliates to hold the benefit of any NPG Contract in trust, and Seller

30

Confidential

Execution version

shall hold or cause to be held the benefit of such NPG Contract in trust for Purchaser or such member of Purchaser’s Group as Purchaser may specify. Seller shall promptly pay over to Purchaser or such member any monetary benefit received by Seller or any of its Affiliates under any such NPG Contract.

8.11   Payment of Employee bonuses related to the Transaction

Seller covenants that (i) the gross amount of all bonuses or change of control amounts contractually agreed to by a member of Seller’s Group prior to the Closing Date in excess of normal salary and benefits, to be paid to any Employees in connection with or as a result of the Transaction (including the employee’s share of any related employment Taxes required to be withheld from such bonuses and paid to a Tax Authority), and (ii) the employer’s share of any related employment Taxes attributable thereto, shall, in each case, be paid by Seller (or reimbursed by Seller to Purchaser taking into account any net financial benefit in accordance with Clause 10.8 if such bonuses and/or Taxes are paid by a member of Purchaser’s Group) when due (whether prior to, on or after Closing).

8.12   National Starch & Chemical GmbH

Purchaser shall not, and shall procure that no member of Purchaser’s Group shall, in the period from Closing until 1 January 2013 (i) make a direct transfer of the shares in National Starch & Chemical GmbH to any party other than Deutsche ICI GmbH or (ii) merge (including an upstream merger and a downstream merger) Deutsche ICI GmbH and National Starch & Chemical GmbH.

9         WARRANTIES

9.1      Seller’s Warranties

9.1.1      Subject to the remaining provisions of this Clause 9 and to Clauses 10 and 11, Seller represents and warrants to Purchaser that Seller’s Warranties are true and correct as at Signing.

9.1.2      Subject to the remaining provisions of this Clause 9 and to Clauses 10 and 11, Seller further represents and warrants to Purchaser that Seller’s Warranties will also be true and correct at Closing on the Closing Date as if they had been repeated at such Closing (except to the extent any Seller’s Warranty speaks as of a specific date, in which case such Seller’s Warranty will be true and correct at such date).

9.1.3      Each Seller’s Warranty applies only to the subject expressly referred to therein. Without detracting from the generality of the foregoing, the only Seller’s Warranties given:

(a)      in respect of the Properties are those contained in Paragraphs 5, 7 and 9 of Schedule 15 (Part 1) and all other Seller’s Warranties shall be deemed not to be given in respect of the Properties;

(b)      in respect of Intellectual Property are those contained in Paragraphs 6, 7 and 9 of Schedule 15 (Part 1) and all other Seller’s Warranties shall be deemed not to be given in respect of Intellectual Property;

31

Confidential

Execution version

(c)      in respect of employment and pension matters are those contained in Paragraphs 7, 8 and 9 of Schedule 15 (Part 1) and all other Seller’s Warranties shall be deemed not to be given in respect of such matters;

(d)      in respect of the Environment, Environmental Laws and Environmental Permits, are those contained in Paragraphs 9 and 10 of Schedule 15 (Part 1) and all other Seller’s Warranties shall be deemed not to be given in respect of the Environment;

(e)      in respect of anti-trust, fair trading, dumping, state and consumer protection or similar matters are those contained in Paragraphs 7, 9 and 11 of Schedule 15 (Part 1) and all other Seller’s Warranties shall be deemed not to be given in respect of such matters; and

(f)       in respect of Tax matters are the Tax Warranties and all other Seller’s Warranties shall be deemed not to be given in respect of such matters.

9.1.4      Purchaser acknowledges and agrees that Seller makes no representation or warranty as to the accuracy of any forecasts, estimates, projections, statements of intent or statements of opinion howsoever provided to Purchaser or any of its Representatives at or prior to Signing. Purchaser acknowledges that no representations or warranties, express or implied, have been given or are given other than the Seller’s Warranties.

9.1.5      Any Seller’s Warranty qualified by the expression “so far as Seller is aware” or any similar expression shall be deemed to refer to the knowledge of any individual whose name is set out in Schedule 15 (Part 3), who shall be deemed to have knowledge of such matters as such individual would have discovered, had such individual made reasonable enquiries within the Group and Seller’s Group.

9.1.6      The applicability of article 7:17 of the Netherlands Civil Code is hereby excluded.

9.2      Disclosure

9.2.1      Each of Seller’s Warranties is limited by, and Seller shall not be in breach of or liable for any such Seller’s Warranty in respect of, the matters disclosed in the Disclosure Letter or in the Data Room Information, provided that a matter disclosed through the Data Room Information shall be deemed to limit any of Seller’s Warranties only to the extent that such matter as it appears in the Data Room Information would be reasonably inferred to qualify such Seller’s Warranty.

9.2.2      Seller’s Warranties are given by Seller with the knowledge that Purchaser is relying thereon in connection with the Transaction, in acknowledgement and acceptance of the limitations contained herein applicable thereto. In the event of a claim for breach of Seller’s Warranties, Seller shall not in any way argue that Purchaser should have further investigated the Group or the Operations, or, except as otherwise provided in the Purchaser’s Warranty contained in Clause 9.4.1(b), that Purchaser knew or should have known of any fact or matter other than those described in this Agreement, the Data Room Information, or the Disclosure Letter.

32

Confidential

Execution version

9.3      Liability for breach

9.3.1      Except as set out in Clauses 4.3.3, 6.2.3 and 6.4 and except in the event of fraud on the part of Seller, Share Seller, the US Seller or any Business Seller, in the event of any breach by Seller of any covenant, Seller’s Warranty or other provision of or any claim under any indemnity included in this Agreement, Purchaser shall not have the right to terminate or rescind this Agreement and as its sole and exclusive remedy and subject to any other limitations of liability set out in this Agreement, shall have the right, after the Closing Date, to be compensated for Losses suffered or incurred by Purchaser as a result of such breach, it being agreed that (a) Seller shall not be liable for any Losses based on any multiplier used in Purchaser’s valuation of the Group, and (b) a Loss suffered by the relevant Group Company or Business Purchaser in respect of such breach shall, subject to any other limitations of liability set out in this Agreement, be deemed to be a Loss suffered or incurred by Purchaser.

9.3.2      If Seller is liable for a breach of any Seller’s Warranty any qualification contained in any Seller’s Warranty relating to “materiality” or “▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect” shall be disregarded for purposes of quantifying the Loss suffered or incurred by Purchaser or any other member of Purchaser’s Group as a result of such breach.

9.3.3      Except as set out in Clauses 4.3.3, 6.2.3 and 6.4 and except in the event of fraud on the part of Purchaser, US Purchaser or any Business Purchaser, in the event of any breach by Purchaser of any covenant, Purchaser’s Warranty or other provision of or any claim under any indemnity included in this Agreement, Seller shall not have the right to terminate or rescind this Agreement and as its sole and exclusive remedy and subject to any other limitations of liability set out in this Agreement, shall have the right, after the Closing Date, to be compensated for Losses suffered or incurred by Seller as a result of such breach, it being agreed that a Loss suffered by the relevant member of Seller’s Group in respect of such breach shall, subject to any other limitations of liability set out in this Agreement, be deemed to be a Loss suffered or incurred by Seller.

9.4      Purchaser’s Warranties

9.4.1      Purchaser represents and warrants to Seller that, as at Signing:

(a)      the statements set out in Schedule 15 (Part 4) are true and correct; and

(b)      none of the persons referred to in Schedule (Part 5) has any actual knowledge, irrespective of the source, of any breach of Seller’s Warranties.

9.4.2      Purchaser further represents and warrants to Seller that the statements set out in Schedule 15 (Part 4) will also be true and correct at Closing on the Closing Date as if they had been repeated at such Closing.

33

Confidential

Execution version

10       LIMITATION OF LIABILITY

10.1   Time limitation

No Party shall be liable in respect of any claim for breach of any Warranty under this Agreement unless a notice of the claim is given to such Party specifying the matters set out in Clause 11.1:

10.1.1    in the case of any claim under the Tax Warranties, within 90 (ninety) days after the later of (i) the expiry of the statutory limitation period (including any extensions thereof) applicable in the relevant jurisdiction for the Tax matter giving rise to such claims and (ii) the date on which an additional assessment is levied in accordance with the relevant applicable Law permitting such additional assessment;

10.1.2    in the case of any claim under Paragraph 10 of Schedule 15 (Part 1) (Environment), within 5 (five) years after the Closing Date; and

10.1.3    in the case of any other claim for a breach of any Seller’s Warranty (other than any claim under Paragraph 1(a), 1(b), 1(c), 1(d), 2(a), 5(a)(ii), 5(a)(iii) or 5(d) of Schedule 15 (Part 1)) within eighteen (18) months after the Closing Date, provided that to the extent the Seller’s Warranty under Paragraph 23 (disclosure of information) of Schedule 15 (Part 1) relates to any of Seller’s Warranties referred to in Clause 10.1.1 or Clause 10.1.2, such Seller’s Warranty under Paragraph 23 (disclosure of information) Schedule 15 (Part 1) shall survive for the period referred to in Clause 10.1.1 or Clause 10.1.2, as applicable.

10.2   Minimum claims

Subject to any other limitations set out in this Clause 10, Seller shall not be liable under this Agreement in respect of any individual claim or series of related claims in respect of a breach of its Warranties, unless the liability agreed or determined in respect of any such claim or series of claims exceeds USD 1,500,000 (one million five hundred thousand US dollars).

10.3   Aggregate minimum claims

Subject to any other limitations set out in this Clause 10, Seller shall not be liable under this Agreement in respect of any claim in respect of a breach of its Warranties except to the extent that such claim, together with the aggregate amount of all claims for which it would otherwise be liable under this Agreement, exceeds USD 15,000,000 (fifteen million US dollars).

10.4   Maximum liability

10.4.1    Subject to Clause 10.4.3, the aggregate liability of Seller in respect of all claims in respect of a breach of Seller’s Warranties shall not exceed 15% (fifteen percent) of the Purchase Price.

10.4.2    Without detracting from Clause 10.4.1, but subject to Clause 10.4.3, the aggregate liability of Seller under this Agreement shall not exceed 100% (one hundred percent) of the Purchase Price.

10.4.3    The limitations in this Clause 10.4 shall not apply to any Excluded Liabilities or in the case of fraud on the part of Seller, Share Seller, the US Seller or any Business Seller, and no such liability nor any Liability for Taxes for which Seller is liable under an indemnity set out

34

Confidential

Execution version

in this Agreement shall be included in determining the aggregate liability of Seller for purposes of Clauses 10.4.1 and 10.4.2.

10.5   Provisions

Seller shall not be liable under this Agreement in respect of any claim if and to the extent that any allowance, provision or reserve which is made in a Working Capital Statement or Net Debt Statement, specifically takes into account the matter giving rise to the claim.

10.6   Matters arising after Signing / Effective ▇▇▇▇

▇▇▇▇▇▇ shall not be liable under this Agreement in respect of any matter, act, omission or circumstance (or any combination thereof), including the aggravation of a matter or circumstance, to the extent that the same would not have occurred but for or was contributed to by:

10.6.1    any matter or thing done or omitted to be done as required by this Agreement or otherwise at the request or with the express written approval of an executive officer of Purchaser;

10.6.2    any act, omission or transaction of Purchaser or any other member of Purchaser’s Group, or their respective directors, officers, employees or agents or successors in title, after Signing, excluding acts, omission or transactions undertaken in bona fide reliance on any written information received from Seller that was not correct at or as at the time when given;

10.6.3    any act, omission or transaction of any of the Group Companies, or their respective directors, officers, employees or agents or successors in title, after the Closing, excluding acts, omissions or transactions undertaken in bona fide reliance on any written information received from Seller that was not correct at the time when given;

10.6.4    the passing or coming into force of, or any change in, any Law or administrative practice of any Governmental Authority on or after the Closing Date;

10.6.5    any change on or after the Closing Date of any generally accepted interpretation or application of any Law;

10.6.6    any change in any accounting or Taxation policy, basis or practice of Purchaser or any other member of Purchaser’s Group introduced or having effect after Signing; or

10.6.7    any change in any accounting or Taxation policy, basis or practice of any of the Group Companies introduced or having effect after the Closing.

10.7   Insurance

Neither Party shall be liable in respect of any claims made by Purchaser or any of its Affiliates to the extent that the Losses in respect of which a claim is made are actually recovered pursuant to a policy of insurance (net of all deductibles, allocated loss adjustment expenses, retention amounts (including therein any captive insurer retention amounts or reinsurance amounts), third party administration fees, other charges and reasonable recovery expenses provided for by the terms of any such policy of insurance).  Each Party shall use commercially reasonable efforts to recover any such Losses pursuant to any such policy.

35

Confidential

Execution version

10.8   Net financial benefit

Neither Party shall be liable under this Agreement in respect of any claims to the extent of any corresponding Tax savings by the other Party or any of its Affiliates arising in respect of such Losses or the facts giving rise to such Losses where the amount (if any) by which any Taxation for which the other Party or such Party’s Affiliate would otherwise have been accountable or liable to be assessed is actually reduced or extinguished as a result of the matter giving rise to such liability (after taking into account the amount of any increased Taxes incurred by such Party as a result of the accrual or receipt of any payments for such claims under this Agreement, including any incurred Taxes resulting from compensating such Party for any such increases).

10.9   Mitigation of Losses

Each Party shall procure that all commercially reasonable steps are taken and all commercially reasonable assistance is given to avoid or mitigate any Losses which, in the absence of mitigation, might give rise to a liability in respect of any claim under this Agreement, it being agreed that any liability of a Party under this Agreement for Losses suffered or incurred by the other Party shall include liability in respect of the reasonable costs and expenses suffered or incurred by the other Party in taking such mitigation steps; provided, however, that with respect to (a) Excluded Liabilities and any Liabilities for which Seller is liable under an indemnity set out in this Agreement, all such steps and all such assistance shall be at Seller’s sole cost and expense (including for all of Purchaser’s reasonable internal costs) and (b) Group Liabilities all such steps and all such assistance shall be at Purchaser’s sole cost and expense (including for all of Seller’s reasonable internal costs).

10.10 Right to recover

10.10.1 Neither Party shall be required to pay over any amounts relating to any actual Liability unless and until such actual Liability is due and payable, or any Losses relating to any contingent Liability unless and until such contingent Liability becomes an actual Liability and is due and payable, provided that this Clause 10.10.1 shall not operate to exclude liability in relation to a claim made in respect of an actual or contingent Liability within the relevant time limit specified in Clause 10.1 and specifying the matters set out in Clause 11.2.

10.10.2 Neither Party shall be liable in respect of any Losses claimed under this Agreement to the extent that such Losses are covered by a right of recovery against a third party and the relevant member of Purchaser’s Group or Seller’s Group, as applicable, fails to use commercially reasonable efforts to make such recovery. If, before a Party pays an amount in discharge of any claim under this Agreement, the other Party has recovered (directly or indirectly, by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which compensates such other Party (in whole or in part) in respect of the Loss which is the subject matter of the claim, then such payment obligations shall be commensurately reduced after taking into account costs and expenses reasonably incurred in obtaining such recovery and limited to the amount actually recovered in respect of the claim. If a Party (the “Payor Party”) has paid an amount in discharge of any claim under this Agreement and the other Party (the “Payee Party”) subsequently recovers (directly or

36

Confidential

Execution version

indirectly, whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which compensates the Payee Party (in whole or in part) in respect of the Loss which is the subject matter of the claim, then the Payee Party shall forthwith pay or procure to be paid to the Payor Party the amount recovered, less any costs and expenses reasonably incurred in obtaining such recovery and limited to the amount actually paid by the Payor Party in respect of the claim.

10.10.3 Double claims

Neither Party shall be entitled to recover from the other Party under this Agreement more than once in respect of the same Losses suffered. Subject to any other limitations set out in this Agreement, in the event that any matter, act, omission or circumstance (or any combination thereof) giving rise to a breach of a Warranty is also the subject of an indemnity under this Agreement, the claim for such breach of Warranty shall be limited to a claim under said indemnity.

10.11 Tax indemnity and Tax warranty claims

Notwithstanding anything to the contrary in the Agreement and except for Clause 10.1 and Clause 10.8, this Clause 10 shall not apply with respect to any claim under the Tax Warranties or the Tax Indemnity.

11       CLAIMS

11.1   Notification of potential claims

11.1.1    If Purchaser becomes aware of any matter or circumstance that is reasonably likely to give rise to a claim against Seller under this Agreement, Purchaser shall within 20 (twenty) Business Days deliver a notice to Seller setting out such information as is available to Purchaser or any other member of Purchaser’s Group as is reasonably necessary to enable Seller to assess the merits of the claim, to act to preserve evidence and to make such provision as Seller may consider necessary, provided that Purchaser shall continue to have the right to make any such claim after such 20 (twenty) Business Day period, except to the extent that Seller is actually prejudiced by Purchaser’s failure to comply with the terms of this Clause 11.1.1.

11.1.2    If Seller becomes aware of any matter or circumstance that is reasonably likely to give rise to a claim against Purchaser under this Agreement, Seller shall within 20 (twenty) Business Days deliver a notice to Purchaser setting out such information as is available to Seller or any other member of Seller’s Group as is reasonably necessary to enable Purchaser to assess the merits of the claim, to act to preserve evidence and to make such provision as Purchaser may consider necessary, provided that Seller shall continue to have the right to make any such claim after such 20 (twenty) Business Day period, except to the extent that Purchaser is actually prejudiced by Seller’s failure to comply with the terms of this Clause 11.1.2.

11.1.3    The applicability of Sections 6:89 and 7:23 of the Netherlands Civil Code is hereby

37

Confidential

Execution version

excluded.

11.2   Notification of claims

Without detracting from Clause 11.1, notices of claims under this Agreement shall be given by each Party within the time limits specified in Clause 10.1, specifying reasonably adequate information of the legal and factual basis of the claim and the evidence on which such Party relies and, if practicable, an estimate of the amount of Losses which are, or are to be, the subject of the claim (including any Losses which are contingent on the occurrence of any future event), provided that a deficiency within such notice shall not preclude the Party providing such notice from, subject to any other applicable limitations of liability, recovering from the other Party with respect to such claim, except to the extent that the other Party is actually prejudiced by such deficiency.

11.3   Commencement of proceedings

Without detracting from Clause 11.1.1 or 11.1.2, any claim notified to Seller or Purchaser, as applicable, pursuant to Clause 11.1.1 or 11.1.2 shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn 12 (twelve) months after the notice is given pursuant to Clause 11.1.1 or 11.1.2, or, in the case of any contingent liability, 12 (twelve) months after such contingent liability becomes an actual liability and is due and payable, unless legal proceedings in respect of it (i) have been formally commenced and (ii) are being and continue to be pursued with reasonable diligence.

11.4   Investigation

In connection with any matter or circumstance notified pursuant to Clause 11.1 or 11.2:

11.4.1    to the extent reasonably required by the other Party, the Party delivering notice shall allow the other Party and its financial, accounting, legal and other advisors to investigate the matter or circumstance alleged to give rise to such claim and whether and to what extent any amount is or may be payable in respect of such claim; and

11.4.2    the Party delivering notice shall disclose to the other Party all material information of which it is aware that reasonably relates to the claim and shall procure that all of its Affiliates shall give, subject to their being paid reasonable costs and expenses, all such information and assistance, including access to premises and personnel upon reasonable notice and during normal office hours and the right to examine and copy or photograph any assets, accounts, documents and records, in each case to the extent reasonably necessary and reasonably requested in connection with the claim.

11.5   Procedure for third party claims

If the claim set out in the notice delivered by the claiming Party (the “Claiming Party”) to the other Party (the “Other Party”) pursuant to Clause 11.1 is a result of or in connection with a claim by or liability to a third party then:

11.5.1    no admissions in relation to such third party claim shall be made by or on behalf of the Claiming Party or any of its Affiliates, and the claim shall not be compromised, disposed of or settled without the prior written consent of the Other Party;

38

Confidential

Execution version

11.5.2    if such third party claim or liability is solely for money damages or, where Seller is the Other Party, will have no continuing effect in any material respect on the Group or the Operations, the Other Party shall be entitled at its own expense by notice to the Claiming Party, and the Claiming Party and its Affiliates shall duly and fully co-operate to allow the Other Party, to assume the defence with counsel reasonably acceptable to the Claiming Party at its sole cost and expense and to take such action as it deems reasonably necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or liability (including making counterclaims or other claims against third parties) in the name of and on behalf of the Claiming Party or its Affiliates concerned, and to control the conduct of any related proceedings, negotiations or appeals, provided that the Other Party shall not settle or compromise any claim or demand without the consent of the Claiming Party, such consent not to be unreasonably withheld, it being agreed that it shall be deemed reasonable for the Claiming Party to withhold its consent for any settlement that includes anything other than a monetary settlement and a complete release of the Claiming Party;

11.5.3    where the Other Party has issued a notice pursuant to Clause 11.5.2, the Claiming Party shall, and shall procure that its Affiliates shall, give, subject to their being paid reasonable costs and expenses, all such information and assistance including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, in each case to the extent the Other Party may reasonably request for the purpose referred to in Clause 11.5.2, including instructing such professional or legal advisors as the Other Party may nominate to act on behalf of the Claiming Party or its Affiliates concerned, but in accordance with the Other Party’s instructions, it being agreed that the Other Party shall keep the Claiming Party informed of all relevant matters relating to the claim and shall forward or procure to be forwarded to the Claiming Party copies of all material external correspondence (other than such correspondence as is subject to legal professional privilege) relating to the claim, provided that the Claiming Party shall have the right to employ separate counsel, the reasonable costs of which shall be for the Other Party’s expense, and solely to control the Claiming Party’s defence of such asserted liability if in the reasonable written opinion of counsel to the Claiming Party, a conflict or potential conflict exists between the Other Party and the Claiming Party that would make such separate representation necessary under the applicable canons of ethics, provided that in such event, the Claiming Party shall not settle or compromise any claim or demand without the consent of the Other Party, such consent not to be unreasonably withheld; and

11.5.4    until such time as the Other Party may issue a notice pursuant to Clause 11.5.2 and without detracting from the foregoing provisions of this Clause 11.5, the Claiming Party shall procure that (a) it and its relevant Affiliates take into consideration the reasonable interests of the Other Party when taking any action to avoid, dispute, deny, defend, resist, appeal, or contest the claim or liability (including in respect of the making of counterclaims or other claims against third parties), and (b) the Claiming Party and its relevant Affiliates and their legal advisors co-operate with the Other Party’s legal advisors in allowing the Other Party’s legal advisors to oversee such envisaged actions and to the extent

39

Confidential

Execution version

reasonably practicable shall consult with the Other Party’s legal advisors and take into consideration their comments prior to taking such envisaged actions.

11.6   Tax indemnity and Tax warranty claims

Notwithstanding anything to the contrary in the Agreement, this Clause 11 shall not apply with respect to any claim under the Tax Warranties or the Tax Indemnity.

12       RESTRICTIONS

12.1   Restrictions on Seller

12.1.1    Seller undertakes with Purchaser to procure that no member of Seller’s Group shall:

(a)      during the Restricted Period undertake any Restricted Activity;

(b)      during the Restricted Period canvass or solicit the custom, in relation to a Restricted Activity, of any person or company who has within 2 (two) years prior to the Closing Date been a customer of the Group; or

(c)      during a period commencing on the Signing Date and ending 2 (two) years after the Closing Date, hire or seek to hire any Restricted Employee or any other person employed immediately prior to the Signing Date in Purchaser’s Group with a base salary (or equivalent) in excess of USD 135,000 (one hundred thirty-five thousand US dollars) as employee, consultant or otherwise, whether or not such person would thereby commit a breach of his contract of service, provided that the placing of an advertisement of a post available to a member of the public generally and the recruitment of a person through an employment agency shall not constitute “seeking to hire” for purposes of this Clause 12, provided that no member of Seller’s Group instructs or encourages such agency to approach any such person.

12.1.2    The restrictions in Clause 12.1.1(a) shall not operate to prohibit any member of Seller’s Group from:

(a)      exercising any right or fulfilling any obligation pursuant to this Agreement and any agreement entered into pursuant to this Agreement;

(b)      acquiring the whole or part of any business if the annual turnover attributed to a Restricted Activity does not represent more than the lower of USD 250,000,000 (two-hundred fifty million US dollars) and the amount equal to 25% of the aggregate annual turnover of such acquired business for the immediately preceding financial year of such acquired business, provided that Seller shall use commercially reasonable efforts to procure that the divestment of the portion of any such acquired business engaged in such Restricted Activity be commenced within 12 (twelve) months, and consummated as promptly as reasonably practicable, after such acquisition, and provided further that Seller shall give Purchaser the opportunity to participate in the process with respect to the sale of that portion of such acquired business engaged in such Restricted Activity and shall consider in good faith any bona fide offer made by Purchaser with respect thereto, unless the purchaser to

40

Confidential

Execution version

whom the acquired business engaged in such Restricted Activity is sold initiated the transaction in respect of which Seller’s acquisition took place;

(c)      manufacturing any products for its own use or for any member of Purchaser’s Group;

(d)      continuing to operate the Seller’s Retained Starch Activities; and

(e)      purchasing and incorporating Specialty Starch as a raw material or ingredient into products which are not themselves a Specialty Starch.

12.2   Restriction on Purchaser

Purchaser’s Group shall not during a period commencing on the Signing Date and ending 2 (two) years after the Closing Date hire or seek to hire any person employed immediately prior to the Signing Date in Seller’s Group with a base salary (or equivalent) in excess of USD 135,000 (one hundred thirty-five thousand US dollars), and with whom Purchaser has had contact in the course of the Transaction, provided that the placing of an advertisement of a post available to a member of the public generally and the recruitment of a person through an employment agency shall not constitute “seeking to hire” for purposes of this Clause 12.2, provided that no member of Purchaser’s Group instructs or encourages such agency to approach any such person. The restriction in this Clause 12.2 shall not operate to prohibit any member of Purchaser’s Group from exercising any right or fulfilling any obligation pursuant to this Agreement or any agreement entered into pursuant to this Agreement.

12.3   Specific performance

The Parties agree that irreparable damage is likely to occur if any of the provisions set out in Clause 12.1 or 12.2 were breached.  Accordingly, each Party shall be entitled, subject to the discretion of the relevant competent judicial body, to an injunction or injunctions to prevent any breach or threatened breach of Clauses 12.1 or 12.2, without the requirement of posting bond, and to enforce specifically the provisions set out therein, such remedy being, subject to Clause 14.7, in addition to any other remedy available at Law.

13       CONFIDENTIALITY

13.1   Announcements

No public announcement or circular in connection with the existence or the subject matter of this Agreement shall be made or issued by or on behalf of any member of Seller’s Group or Purchaser’s Group without the prior written approval of Seller and Purchaser. This shall not affect any announcement or circular required by Law or the rules of any recognised stock exchange on which the securities of either Party or any Affiliate of such Party are listed, provided that the Party with an obligation to make an announcement or issue a circular shall consult with the other Party insofar as is reasonably practicable before complying with such an obligation.

13.2   Confidentiality undertaking

13.2.1    The Confidentiality Agreement shall cease to have any force or effect from Closing.

13.2.2    Subject to Clause 13.1 and Clause 13.2.3, each of the Parties shall treat as strictly

41

Confidential

Execution version

confidential and not disclose or use any information contained in or received or obtained as a result of entering into or pursuant to this Agreement (or any agreement entered into pursuant to this Agreement) that relates to:

(a)      the provisions of this Agreement or any agreement entered into pursuant to this Agreement;

(b)      the negotiations relating to this Agreement (or any such other agreement); or

(c)      the other Party to this Agreement or the business carried on by such other Party or such other Party’s group of companies.

13.2.3    After the Closing Seller’s Group shall treat as confidential and not disclose or use any confidential information to the extent related to the Group or the Operations.

13.2.4    Clauses 13.2.2 and 13.2.3 and the Confidentiality Agreement shall not prohibit disclosure or use of any information if and to the extent:

(a)      the disclosure or use is required by Law or any recognised stock exchange on which securities of any Party or an Affiliate of such Party are listed;

(b)      the disclosure or use is reasonably necessary to consummate the Transaction, including in connection with the arrangement of any financing by Purchaser;

(c)      the disclosure or use is required for the prosecution or defence in any judicial proceedings of any claims arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement or the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing Party;

(d)      the disclosure is made to professional advisors of any Party on terms consistent with the provisions of Clause 13.2.2 in respect of such information;

(e)      the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement);

(f)       the other Party has given prior written approval to the disclosure or use; or

(g)      the information is independently developed after Closing, without reference to any other such information;

provided that prior to disclosure or use of any information pursuant to Clause 13.2.4(a)or (b), the Party concerned shall promptly notify the other Party of such requirement with a view to providing the other Party with the opportunity to contest such disclosure or use or otherwise to agree to the timing and content of such disclosure or use.

13.2.5    Clause 13.2.2 shall not prohibit disclosure or use by any member of Purchaser’s Group after the Closing of any information received from Seller or its Representatives relating exclusively to the Operations, the Group Companies or the Businesses.

42

Confidential

Execution version

14       MISCELLANEOUS

14.1   Further assurances

14.1.1    From and after the Closing Date, each of the Parties shall from time to time execute such documents and perform such acts and things as the other Party may reasonably require to transfer the Shares, US Interests and Businesses to the Share Purchasers, Business Purchasers and Purchaser, and to give any Party the full benefit of this Agreement.

14.1.2    If, at any time after the Closing, any deeds, bills of sale, assignments, assurances or any other actions or things are reasonably necessary to vest, perfect or confirm of record or otherwise in the relevant member of Purchaser’s Group, the right, title or interest in, to or under any of the Business Assets or the Shares or US Interests as sold under this Agreement, Seller shall, and shall cause the Share Seller, US Seller and each Business Seller to, execute and deliver all such deeds, bills of sale, assignments and assurances and to take and do all such other actions and things as may be reasonably necessary to vest, perfect or confirm or defend any and all such right, title and interest in, to and under the Business Assets or the Shares or US Interests in the Share Purchasers and Business Purchasers, as applicable.

14.2   Whole agreement

14.2.1    This Agreement and, until the Closing Date, the Confidentiality Agreement contain the whole agreement between the Parties relating to the subject matter of this Agreement, to the exclusion of any terms implied by Law which may be excluded by contract, and supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in this Agreement.

14.2.2    Each Party acknowledges that it has not been induced to enter this Agreement by any representation, warranty or undertaking not expressly set out in this Agreement.

14.3   No assignment

Except as otherwise expressly provided in this Agreement, neither Party may, unless with the prior written consent of the other Party, assign, grant any security interest over or otherwise transfer, in whole or in part, any of its rights and obligations under this Agreement.

14.4   Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by or on behalf of the waiving Party.

14.5   Variation

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the Parties.

14.6   Third party rights

Save as expressly otherwise stated, this Agreement does not contain a stipulation in favour of a third party (‘derdenbeding’).

43

Confidential

Execution version

14.7   Rescission

Without prejudice to Clauses 4.3.3, 6.2.3 and 6.4.1 and except in the event of fraud on the part of Seller, Share Seller, the US Seller or any Business Seller, or Purchaser, Share Purchaser, the US Purchaser or any Business Purchaser, each Party waives its right to rescind (`ontbinden´) this Agreement on the basis of section 6:265 of the Netherlands Civil Code. The mistaken party shall bear the risk of any mistake (`dwaling´) in making this Agreement.

14.8   Method of payment

14.8.1    Wherever in this Agreement provision is made for a payment to be made or procured by Seller to Purchaser, Seller shall arrange that such payment shall be made by Seller for itself and on behalf of the relevant member of Seller’s Group to Purchaser for itself and on behalf of the relevant member of Purchaser’s Group.

14.8.2    Wherever in this Agreement provision is made for a payment to be made or procured by Purchaser to Seller, Purchaser shall arrange that such payment shall be made by Purchaser for itself and on behalf of the relevant member of Purchaser’s Group to Seller for itself and on behalf of the relevant member of Seller’s Group.

14.8.3    Any such payments shall be effected by crediting for same day value the account specified by Seller or Purchaser, as the case may be, on behalf of the Party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by telegraphic or other electronic means to be effected) on or before the due date for payment.

14.8.4    Payment of a sum in accordance with this Clause 14.8 shall be a good discharge to the payer (and those on whose behalf such payment is made) of its obligation to make such payment and the payer (and those on whose behalf such payment is made) shall not be obliged to see to the application of the payment as between those on whose behalf the payment is received.

14.9   Costs and transfer Taxes

Unless this Agreement specifically provides otherwise, all costs which a Party has incurred or must incur in preparing, concluding or performing this Agreement are for its own account. Except in relation to VAT, to which Clause 3.4 and Schedule 12 shall apply, all stamp, transfer, registration, sales, real property transfer and other similar Taxes, duties, fees and charges and all notarial fees payable in connection with the sale, transfer or purchase of the Shares, the US Interests, the Businesses and any Business Asset or Business Liability under this Agreement shall be paid by Purchaser or if paid by Seller, reimbursed by Purchaser to Seller upon delivery to Purchaser of proof of Seller’s payment of such Taxes, duties, fees, charges and notarial fees.

14.10 Interest

If any Party defaults in the payment when due of any sum payable under this Agreement, the liability of that Party shall be increased to include interest on such sum from the date when such payment is due until the date of actual payment (as well after as before judgement) at the Interest Rate.

44

Confidential

Execution version

14.11 Notices

14.11.1    Any notice in connection with this Agreement (a “Notice”) shall be:

(a)      in writing;

(b)      in English; and

(c)      delivered by hand, registered post or by courier using an internationally recognised courier company.

14.11.2  A Notice to Seller shall be sent to Seller at the following address, or such other person or address as Seller may notify to Purchaser from time to time in accordance with this Clause 14.11:

▇▇▇▇ ▇▇▇▇▇ ▇.▇.

Strawinskylaan 2555, 1077 ZZ Amsterdam, the Netherlands

Attention: General Counsel

14.11.3 A Notice to Purchaser shall be sent to Purchaser at the following address, or such other person or address as Purchaser may notify to Seller from time to time in accordance with this Clause 14.11:

Corn Products International, Inc

▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America

Attention: General Counsel

As a matter of courtesy, a copy of the notice (which copy shall not constitute notice) shall be sent for information purposes to:

Sidley Austin LLP

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S.A.

Attention: ▇▇▇▇ ▇. ▇’▇▇▇▇

Failure to send such copy shall not affect the validity of the notice.

14.11.4 A Notice shall be effective upon receipt and shall be deemed to have been received at the time of delivery, if delivered by hand, registered post or courier.

14.11.5 Each of the Parties further agrees that service of any process, summons, notice or document by any national or international, as applicable, express courier service to such Party at its respective address set out in this Clause 14.11 shall be effective service of process for any action, suit or proceeding required in order to enforce Clause 14.15 or any arbitral decision thereunder.

14.12 Invalidity

If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any Law:

14.12.1 such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity or enforceability of the remainder of this Agreement shall not be

45

Confidential

Execution version

affected;

14.12.2    Seller and Purchaser shall use reasonable good faith efforts to agree on a replacement provision that is legal, valid and enforceable to achieve so far as possible the intended effect of the illegal, invalid or unenforceable provision.

14.13   Counterparts

This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Seller and Purchaser may enter into this Agreement by signing any such counterpart.

14.14   Notary

Seller is aware that the Notary is a civil law notary working at De Brauw Blackstone Westbroek N.V., the law firm acting as Seller’s Lawyers. With reference to the provisions of the Code of Conduct (‘Verordening Beroeps- en Gedragsregels’) of the Royal Notarial Regulatory Body (‘Koninklijke Notariële Beroepsorganisatie’), Purchaser acknowledges and agrees that De Brauw Blackstone Westbroek N.V. may assist and act on behalf of Seller in connection with this Agreement including any disputes arising in relation to this Agreement.

14.15   Dispute resolution

With the exception of disputes with regard to the determination of the Working Capital Statements and the Net Debt Statements pursuant to Clause 7.1.3 which are to be negotiated and resolved as set out in Clause 7.1.3, any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, that the Parties do not resolve through direct negotiation shall be referred to and finally resolved by arbitration under the rules of the ICC International Court of Arbitration from time to time, which rules are deemed to be incorporated by reference into this Clause. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be, and any hearings required to be conducted with respect to the arbitral proceedings shall take place in, London, United Kingdom. The language to be used in the arbitral proceedings shall be English.

14.16   Governing law

This Agreement (including, for the avoidance of doubt, Clause 14.15) and the documents to be entered into pursuant to it, save as expressly otherwise provided therein, shall be governed by and construed in accordance with the Law of the Netherlands, without regard to any rule or provision regarding choice of law or conflict of law , provided that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and the documents to be entered into pursuant to it.

[SIGNATURE PAGE FOLLOWS:]

46

Confidential

Execution version

AGREED AND SIGNED:

On 19 June 2010 for and on behalf of Seller:

on 19 June 2010 for and on behalf of Purchaser:

47

Confidential

Execution version

Schedule 1    Definitions

(Clause 1.1)

“Accounting Principles” has the meaning defined in Paragraph 3 of Schedule 13 (Part 3);

“Accounts” means the audited special-purpose combined statement of assets and liabilities of the Group as of December 31, 2009 and 2008, and the related special-purpose combined statements of operating activities and identifiable cash flows for the years then ended, set out in Schedule 16;

“Accounts Date” means 31 December 2009;

“Acquired Intellectual Property” means the Group Intellectual Property and the Business Intellectual Property;

“Acquired Registered Intellectual Property” means the Registered Group Intellectual Property and any Registered Intellectual Property that is included in the Business Intellectual Property;

“Affiliate” means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, it being understood that the Group Companies constitute Affiliates of Seller prior to the Closing (or any applicable Deferred Closing) and, unless subject to a Deferred Closing that has not yet occurred, the Group Companies constitute Affiliates of Purchaser from and after the Closing, and for purposes of this definition, “control” shall mean, as to any person, the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise and the terms “controlled by,” “under common control with” and “controlling” shall have correlative meanings;

“Agreed Terms” means, in relation to a document, such document in the terms agreed between Seller and Purchaser and signed for identification by Seller’s Lawyers and Purchaser’s Lawyers with such alterations as may be agreed in writing between Seller and Purchaser from time to time;

“Agreement” means this international share and business sale agreement and the schedules thereto;

“Allocated Value” means, in relation to the Shares, the US Interests and to each Business, the amount specified in, or calculated in accordance with, Paragraph 1 of Schedule 11 (Part 1) in respect of the Shares, US Interests or such Business;

“Anti-trust Approvals” means, in respect of any filings, notifications, applications or requests required or necessary under any statutory provisions in connection with the conclusion or performance of this Agreement, including those set out in Clause 4.1.1 or 4.1.2, the relevant Governmental Authority having stated in writing that the subject matter of the filing, notification, application or request is permitted, or that it shall not conduct any further investigation, or in the case of the HSR Act, that the waiting period applicable to the Transaction has expired or been terminated, and “Anti-trust Approval” means any one of them or the relevant one of them, as the

48

Confidential

Execution version

context requires;

“Automatic Transfer Employees” means all those persons who are immediately prior to Closing employed in the Operations by any member of Seller’s Group (other than the Group Companies) and will automatically transfer with the Businesses by operation of Transfer Regulations;

“Balance Sheet” means the balance sheet of the Group as of December 31, 2009 forming part of the Accounts;

“Base Working Capital” means, in relation to the Company (including all other Group Companies other than the US Company and its Subsidiary), the US Company (including its Subsidiary) and each relevant Business, the amount specified in Schedule 11 (Part 2) in respect of the Company, the US Company or such Business and, in aggregate, USD 184,000,000 (one hundred eighty-four million US dollars);

“Businesses” means the unincorporated businesses conducting part of the Operations and carried on by the Business Sellers, which businesses are sold under Clause 2.1.1(c)-(l), particulars of which are contained or referred to in Schedule 2 (Part 2), and “Business” means any one of them or the relevant one of them, as the context requires;

“Business Assets” means all the rights and assets sold under Clause 2.1.1(b) through 2.1.1(l), and “Business Asset” means any one of them or the relevant one of them, as the context requires;

“Business Books and Records” means the books and records of Seller’s Group (excluding the Group Companies) to the extent relating to the Businesses, Properties or Operations, including sales, advertising and marketing materials and customer lists;

“Business Contracts” means all Contracts entered into at or prior to Closing, by or on behalf of any of the Business Sellers primarily in relation the Operations, to the extent they remain executory or in force, but excluding:

(a)                 employment and other Contracts with Employees;

(b)                 Contracts of insurance relating to the Operations; and

(c)                  Contracts (other than the Intra-Group Retained Agreements) between any of the Business Sellers on the one hand and any member of Seller’s Group (excluding the Group Companies);

and “Business Contract” means any of them or the relevant one of them, as the context requires;

“Business Day” means a day which is not a Saturday, a Sunday, or a public holiday in the Netherlands or New York;

“Business Intellectual Property” means any Intellectual Property that is owned by a Business Seller and primarily used by any Business Seller in the Operations;

“Business Inventory” means, in relation to each Business, all raw materials, consumables, work in progress, part-processed stocks, finished goods, goods for resale and stock in transit,

49

Confidential

Execution version

wherever located, of the relevant Business Seller and physically allocated or separated for use primarily in any part of the Operations, excluding, for the avoidance of doubt, any such inventory owned by any of the Group Companies;

“Business Leased Properties” means the Properties set out in Paragraph 1(1) of Schedule 3 (Part 2), and “Business Leased Property” means any one of them or the relevant one of them, as the context requires;

“Business Liabilities” means all Liabilities (other than any Excluded Liabilities, any amount in respect of VAT or for which Purchaser or any member of Purchaser’s Group may be or become liable to pay to Seller or any member of Seller’s Group pursuant to Schedule 12, any Liability for Tax taken into account in the computation of any amount payable to or by Seller pursuant to Clause 6.5.5, or any Liabilities (including any Liability for Tax) for which Seller is liable under an indemnity set out in this Agreement), any Intra-Group Indebtedness and any Third-Party Indebtedness) incurred by the relevant Business Seller to the extent related to the Operations and existing at Closing or arising, accruing or assessed after Closing whether known or unknown, reported or unreported, in respect of any period or in consequence of any transaction carried out in carrying on the Operations prior to Closing, and “Business Liability” means any one of them or the relevant one of them, as the context requires;

“Business Owned Properties” means the Properties set out in Paragraph 1(1) of Schedule 3 (Part 1), and “Business Owned Property” means any one of them or the relevant one of them, as the context requires;

“Business Permits” means, in relation to each Business, all licences, permits, consents, approvals, authorizations, registrations, franchises, exemptions and orders of any Governmental Authority at Closing and relating primarily to the Operations;

“Business Properties” means the Business Owned Properties and the Business Leased Properties, and “Business Property” means any one of them or the relevant one of them, as the context requires;

“Business Purchaser” means, in relation to each Business or specified Business Asset referred to in Schedule 2 (Part 2) column (2):

(a)                 the relevant person or company identified in Schedule 2 (Part 2) column (3); or

(b)                 the relevant person or company nominated by Purchaser in accordance with Clause 2.3.1;

and “Business Purchasers” means all such persons and companies;

“Business Receivables” means all amounts receivable, accrued or prepaid by or owed to the relevant Business Seller in relation to the Operations in respect of trading debtors, excluding any cash in hand, cash in transit, cash at bank and any current investments held by or on behalf of the Business Seller;

“Business Seller” means, in relation to each Business or specified Business Asset referred to in Schedule 2 (Part 2) column (2), the relevant person or company identified in Schedule 2 (Part 2) column (1), and “Business Sellers” means all such persons and companies;

50

Confidential

Execution version

“Cash Balances” means any cash in hand, cash in transit, cash at bank and any current investments held at the Effective Time by or on behalf of any of the Group Companies, as derived from the relevant Net Debt Statement and included in line items under the heading “Cash Balances” in Paragraph 3 of Schedule 13 (Part 3);

“Claiming Party” has the meaning set out in Clause 11.5;

“Claims” means all rights and claims arising at any time whether before or after Closing to the extent related to any Business Asset or any Business Liability, but excluding any rights or claims under the Insurance Policies that are not Continuing Policies, and “Claim” means any one of them or the relevant one of them, as the context requires;

“Closing” means, in respect of the sale of the Shares, the US Interests and each particular sale of Business, the performance of the actions set out in Clause 6.2.3 to the extent relating to the Shares, US Interests or Business, as the case may be, provided that a reference to circumstances or events at or after Closing, or to periods before or after Closing, shall be a reference to each Closing but then only in relation to the Company and/or the US Company, if applicable, or to the Business or Group Company which is the subject of such Closing;

“Closing Date” means the date on which Closing has taken place in respect of the Shares and the US Interests;

“Closing Payment Amount” has the meaning set out in Clause 6.2.1;

“Code” means the U.S. Internal Revenue Code of 1986, as amended;

“Combined Tax Group” has the meaning set out in Schedule 14 (Part 1);

“Committed Financing Facility” means the bridge facility referred to in the Commitment Letter;

“Commitment Letter” means the financing commitment letter attached hereto as Schedule 19;

“Company” means Brunob II, B.V., a private limited liability company incorporated under the laws of the Netherlands, with corporate seat in Arnhem, the Netherlands, and registered address at ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, the Netherlands;

“Company Assets” means all of the assets of the Group Companies;

“Competition Laws” means all statutes, rules, regulations, orders, decrees, administrative guidance and judicial doctrines and other Laws that are designed or intended to regulate mergers or other business combinations (requiring pre-closing or post-closing authorizations, consents or judgments) or that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade;

“Conditions Precedent” means the conditions set out in Clause 4.1, and “Condition Precedent” means any one of them or the relevant one of them, as the context requires;

“Confidentiality Agreement” means the confidentiality agreement dated 22 May 2009 between Seller and Purchaser;

“Constitutional Documents” means, with respect to any company, such company’s deed or

51

Confidential

Execution version

memorandum of incorporation, charter, articles of association, bylaws and other organizational documents, as applicable;

“Continuing Policies” has the meaning set out in Clause 8.7.1;

“Contracts” means all contracts, agreements, deeds, leases, licenses, and other legally binding undertakings and commitments, whether written or oral, and “Contract” means any of them or the relevant one of them, as the context requires;

“Customer Field” means:

(a)  non-pharmaceutical products for application to human hair or skin, including products that are regulated as over-the-counter drugs under applicable law, other than wound care products;

(b)  non-ingestible products for oral care, but excluding chewing gum;

(c)   products for modifying the properties including rheology, and the performance including cleaning, fabric softness and hand feel in fabric softeners and other laundry products for the consumer, industrial and institutional markets and products for the controlled delivery of fragrances and other functional ingredients in detergents for consumer, industrial and institutional markets, and for detergent building in detergents for consumer, industrial and institutional markets;

(d)  products for home cleaning and for hard surface cleaning in consumer, industrial and institutional markets, and encapsulation products for fragrances and active ingredients in animal litter, but not including products to improve absorbency in animal litter;

(e)   linerboard and paperboard coating products, which for the avoidance of doubt shall not include products for use at the wet end and size press of the papermaking process;

(f)      products for use in water treatment applications and systems;

(g)  products for use in oil and gas exploration, drilling, stimulation and production including refinery operations and products;

(h)  products for use in agricultural applications and in the agrochemical and agricultural industries including seed and plant treatments (which, for the avoidance of doubt, shall not include products for use in food processing), other than (i) biodegradable products for use in protective preformed sheets for use in crop fields and (ii) ingredients for animal feed and for use in aquaculture;

(i)     products for use in mining applications and in the mining industry;

(j)      products for use in asphalt applications and the asphalt industry; and

(k)  any such other products as may be agreed from time to time by Seller and Purchaser;

“Data Room” means the electronic data room containing documents and information relating to the Group, made available by Seller, the contents of which are listed in Appendix 1 to Schedule 15 (Part 2);

“Data Room Information” means (a) that information and those documents in the Data Room

52

Confidential

Execution version

which Purchaser was able to print as of the day prior to the Signing Date, (b) that information contained in written summaries of documents in the so-called “clean room” portion of the Data Room which Seller permitted to be shared with Representatives of Purchaser (other than counsel to Purchaser), (c) that information contained in the written correspondence, including attachments where applicable, between Representatives of Purchaser and Seller attached to the Disclosure Letter, and (d) that information contained in the public registries searched by Purchaser or any Representative of Purchaser prior to Signing;

“Deferred Closing” has the meaning set out in Clause 6.5.4;

“Deferred Condition” has the meaning set out in Clause 6.5;

“Deferred Jurisdiction” has the meaning set out in Clause 6.5;

“Disclosure Letter” means the letter from Seller to Purchaser, attached as Schedule 15 (Part 2);

“Disputed Item” has the meaning set out in Clause 7.1.3(c)(ii);

“Effective Time” means the end of the day on the day immediately preceding the Closing Date;

“Employees” means all those persons who are immediately prior to Closing employed by a Group Company, together with the Automatic Transfer Employees and the Non-Automatic Transfer Employees;

“Employment Costs” has the meaning set out in Schedule 6;

“Employment Liabilities” has the meaning set out in Schedule 6;

“Encumbrance” means any charge, pledge, mortgage, lien, option, equity, power of sale, hypothecation, usufruct, retention of title, right of pre-emption, right of first refusal or other similar third party rights or security interest of any kind or an agreement to create any of the foregoing;

“Environment,” “Environmental Authority,” “Environmental Law” and “Environmental Permit” have the meanings set out in Paragraph 10(a) of Schedule 15 (Part 1);

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended;

“ERISA Affiliate” means any trade or business (whether or not incorporated) which, together with Seller or any of its Affiliates, would be treated as a single employer under section 414 of the Code or section 4001 of ERISA;

“Estimated Cash Balances” means Seller’s good faith best estimate of the aggregate of the Cash Balances as of the Effective Time, as set out in the Estimated Net Debt Statements;

“Estimated Intra-Group Indebtedness” means, in relation to each Group Company, the aggregate of the Estimated Intra-Group Payables less the Estimated Intra-Group Receivables of said Group Company;

“Estimated Intra-Group Payables” means, in relation to each Group Company, Seller’s good faith best estimate of the Intra-Group Payables of said Group Company as of the Effective Time,

53

Confidential

Execution version

as set out in the relevant Estimated Net Debt Statement;

“Estimated Intra-Group Receivables” means, in relation to each Group Company, Seller’s good faith best estimate of the Intra-Group Receivables of said Group Company as of the Effective Time, as set out in the relevant Estimated Net Debt Statement;

“Estimated Net Debt” means:

(a)                 in relation to the Company (including all other Group Companies other than the US Company and its Subsidiary) the aggregate (which may be a positive or a negative number) of the following:

(i)                    Estimated Intra-Group Indebtedness of each Group Company other than the US Company and its Subsidiary; plus

(ii)                Estimated Third Party Indebtedness of each Group Company other than the US Company and its Subsidiary; less

(iii)            Estimated Cash Balances of each Group Company other than the US Company and its Subsidiary;

(b)                 in relation to the US Company (including its Subsidiary) the aggregate (which may be a positive or a negative number) of the following:

(i)                    Estimated Intra-Group Indebtedness of the US Company and its Subsidiary; plus

(ii)                Estimated Third Party Indebtedness of the US Company and its Subsidiary; less

(iii)            Estimated Cash Balances of the US Company and its Subsidiary; and

(c)                  in relation to the Group, the sum of all amounts calculated under items (a) and (b);

“Estimated Net Debt Statement” means, in relation to each of the Company (including all other Group Companies other than the US Company and its Subsidiary) and the US Company (including its Subsidiary), the statement of Estimated Net Debt to be prepared in accordance with Clause 5.4;

“Estimated Purchase Price” has the meaning set out in Clause 3.2;

“Estimated Third Party Indebtedness” means Seller’s good faith best estimate of the Third-Party Indebtedness as of the Effective Time, as set out in the Estimated Net Debt Statements;

“Estimated Working Capital” means, in relation to the Company (including all other Group Companies other than the US Company and its Subsidiary), the US Company (including its Subsidiary) and each relevant Business, Seller’s good faith best estimate of its Working Capital as of the Effective Time, as set out in the Estimated Working Capital Statement;

“Estimated Working Capital Adjustment” means, in relation to the Company (including all other Group Companies other than the US Company and its Subsidiary), the US Company (including its Subsidiary) and each relevant Business, the amount by which its Estimated Working Capital is greater than its Base Working Capital (in which case such amount shall be expressed as a

54

Confidential

Execution version

positive figure) or by which it is less than its Base Working Capital (in which case such amount shall be expressed as a negative figure), and, in relation to the Group, the sum of all such amounts;

“Estimated Working Capital Statement” means, in relation to the Company (including all other Group Companies other than the US Company and its Subsidiary), the US Company (including its Subsidiary) and each relevant Business, the statement of Estimated Working Capital to be prepared in accordance with Clause 5.4;

“EU Regulation” has the meaning set out in Clause 4.1.1;

“Excess Cash Amount” has the meaning set out in Clause 6.3.2;

“Excluded Liabilities” means:

(a) any Liability of any past or present member of Seller’s Group or its predecessors, to the extent such Liability (i) is a Liability (whether known or unknown) of a Group Company at Closing or is a Liability (whether known or unknown) of a Business Seller at Closing and does not relate to the Operations, or, without detracting from the generality of the foregoing, (ii) relates to any of the Seller’s Retained Starch Activities, or (iii) relates to the adhesives, electronic and engineering materials or specialty polymers businesses formerly owned and operated by past or present members of Seller’s Group or their predecessors;

(b) any Liability that relates to those matters set out in section [·] of the Data Room;

but excluding:

(c) any Liability (including any Liability for Tax) for which Seller is liable under an indemnity set out in this Agreement other than pursuant to Clause 8.2;

“Final DBO Adjustment Amount” has the meaning set out in Paragraph 2.4 of Schedule 7 (Part 1);

“Financial Statements” has the meaning set out in Clause 5.5.1;

“Financing” has the meaning set out in Clause 5.6.1;

“GAAP” means United States generally accepted accounting principles;

“Goodwill” means the goodwill of the Business Sellers in relation to the Operations, together with the goodwill attaching to any registered or unregistered trademarks, together with the exclusive right (so far as the Business Sellers can grant the same) for the Business Purchasers to represent themselves as carrying on the Operations and the business of the Group under the name “National Starch” or any other similar name in succession to the Business Sellers;

“Governmental Authority” means, to the extent it has jurisdiction, any supranational governmental commission, council, directorate, court, trade agency, regulatory body or other authority, or any national government, any legislature, any political subdivision of a national government or of any state, county, province or local jurisdiction therein, or any agency or instrumentality of any such government or political subdivision;

55

Confidential

Execution version

“Group” means the Group Companies and the Businesses, taken as a whole;

“Group Companies” means the Company, the US Company and the Subsidiaries, and “Group Company” means any one of them or the relevant one of them, as the context requires;

“Group Contracts” means all Contracts to which any Group Company is a party and all Business Contracts, and “Group Contract” means any one of them or the relevant one of them, as the context requires;

“Group Intellectual Property” means any Intellectual Property owned by any Group Company;

“Group Liabilities” means all Liabilities (whether known or unknown) of any member of Seller’s Group, suffered or incurred after Closing, to the extent that any such Liability (a) is a Liability of a Group Company at Closing, (b) is a Business Liability at Closing, or (c) otherwise relates to the Operations (including the assets used therein) as conducted at any time prior to Closing, by any past or present member of Seller’s Group or their predecessors, but not to the extent that any such Liability is an Excluded Liability or a Liability (including a Liability for Tax) for which Seller is liable under an indemnity set out in this Agreement.

“▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect” means any fact, circumstance or change (including any loss of, or adverse change in the relationship with, Employees, customers or suppliers of the Operations that Purchaser proves is not proximately caused by the pendency or announcement of the Transaction or any other transactions or actions contemplated by this Agreement) that, individually or when taken together with all other such facts, circumstances, changes that exist at the date of determination, has or is reasonably likely to have a material adverse effect on the Operations taken as a whole; provided, however, that facts, circumstances or changes or effects resulting from, relating to or arising out of the following shall not be taken into account when determining whether a ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect has occurred or is reasonably likely to occur: (i) general market or economic conditions provided that such conditions do not have a materially disproportionate impact on the Operations, as compared to other similar companies in industries in which the Group operates; (ii) general market or economic conditions in the industries in which the Group conducts the Operations provided that such conditions do not have a materially disproportionate impact on the Operations, as compared to other similar companies in industries in which the Group operates; (iii) currency exchange rate fluctuations; (iv)  political conditions (including changes arising out of acts of terrorism, sabotage, armed hostilities or war), crop diseases or weather conditions or other force majeure events; (v) changes in Law or changes in the accounting principles pursuant to which the Group is required to change its prior accounting policies or practices; and (vi) any loss of, or adverse change in the relationship with, Employees, customers or suppliers of the Operations proximately caused by the pendency or announcement of the Transaction or any other transactions or actions contemplated by this Agreement;

“Guarantee” means any guarantee, indemnity, surety, letter of comfort or other assurance, security, right of set-off, obligation to contribute (‘bijdrageplicht’) or undertaking, given by a person to secure or support the obligations (actual or contingent) of any other person (including any right of recourse or similar liability under applicable Law), whether given directly, by way of

56

Confidential

Execution version

counter-indemnity or otherwise;

“Hazardous Substances” has the meaning set out in Paragraph 10(a) of Schedule 15 (Part 1);

“Hive-out Agreements” means the Master NPG Agreement and the Transaction Documents (as defined in the Master NPG Agreement);

“HSR Act” means the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended;

“IFRS” means International Financial Reporting Standards, as adopted by the European Union and as amended from time to time;

“Insurance Policies” means all insurance policies in effect at Signing in which a Group Company or Business Seller (in relation to a Business) is an insured party;

“Intellectual Property” means Registered Intellectual Property and Unregistered Intellectual Property;

“Interest Rate” means 3% (three percent) per annum accrued on a daily basis;

“Interim Holdco” has the meaning set out in Clause 6.5.2;

“Intra-Group Indebtedness” means, in relation to each Group Company, the aggregate amount of the Intra-Group Payables minus the aggregate amount of the Intra-Group Receivables of said Group Company, which aggregate amount may be a positive or negative number;

“Intra-Group Payables” means, in relation to each Group Company, all amounts owed by said Group Company to a member of the Seller’s Group (other than the Group Companies) in respect of loans and other indebtedness, including dividends, Intra-Group Service Fees owed by such Group Company and amounts due in respect of Taxation paid by another member of the Seller’s Group on its behalf (together in each case with accrued interest thereon), at the Effective Time (but excluding any Intra-Group Trading Payables and any item to be included in calculating the Cash Balances of said Group Company) or the Third-Party Indebtedness of said Group Company, as derived from the relevant Net Debt Statement and included in line items under the heading “Intra-Group Payables” in Schedule 13 (Part 2);

“Intra-Group Receivables” means, in relation to each Group Company, all amounts owed by a member of the Seller’s Group (other than the Group Companies) to said Group Company in respect of loans and other indebtedness, including Intra-Group Service Fees owed to such Group Company at the Effective Time and including amounts due in respect of Taxation payable to or recoverable (by credit or otherwise) by another member of the Seller’s Group but which amounts are attributable to the activities of such Group Company (together, in each case, with accrued interest thereon), at the Effective Time (but excluding any Intra-Group Trading Receivables and any item to be included in calculating the Cash Balances of said Group Company) or the Third-Party Indebtedness of said Group Company, as derived from the relevant Net Debt Statement and included in line items under the heading “Intra-Group Receivables” in Paragraph 3 of Schedule 13 (Part 3);

“Intra-Group Retained Agreements” means the agreements listed in Schedule 5;

57

Confidential

Execution version

“Intra-Group Service Fees” means, in relation to each relevant Group Company, any amount owed by or to any member of Seller’s Group in respect of royalties, management services and research (including, in each case, such part of such amount as relates to VAT);

“Intra-Group Trading Payables” means the aggregate amount that members of Seller’s Group (excluding the Group Companies) are entitled to claim from any Group Company for payment of amounts owed in respect of any trading debt between such members of Seller’s Group and the Group Companies, including amounts pursuant to Intra-Group Retained Agreements, as at the Effective Time, as are described in Schedule 13 (Part 5);

“Intra-Group Trading Receivables” means the aggregate amount that the Group Companies are entitled to claim from Seller’s Group (other than the Group Companies) for payment of amounts owed in respect of any trading debt between such members of Seller’s Group and the Group Companies, including amounts pursuant to Intra-Group Retained Agreements, as at the Effective Time, as are described in Schedule 13 (Part 5);

“IP Licence” means the licence attached hereto as Schedule 10;

“Know-how” means confidential and proprietary industrial and commercial information and techniques in any form including drawings, formulae, test results, reports, project reports and testing procedures, instructions and training manuals, tables of operating conditions, market forecasts, list and particulars of customers and suppliers;

“Law” means any applicable statute, law, ordinance, rule, regulation, order, judgment or decree of any Governmental Authority;

“Liabilities” means all liabilities, duties and obligations of every description, whether deriving from Contract, common law, statute or otherwise, whether present or future, actual or contingent, ascertained or unascertained or disputed and whether owed or incurred severally or jointly or as principal or surety, and “Liability” means any one of them or the relevant one of them, as the context requires;

“Local Transfer Documents” and “Local Transfer Document” have the meanings set out in Clause 2.5.1;

“Losses” means all damage, losses, costs (including reasonable legal costs and reasonable experts’ and consultants’ fees), charges, expenses, claims and demands;

“Master NPG Agreement” means that certain Master Intra-Group Sale and Purchase Agreement relating to the NPG Business, dated April 1, 2008, between Seller and the Company;

“Material Contract” has the meaning set out in Paragraph 7 of Schedule 15 (Part 1);

“Member States” means the member states of the European Union from time to time, and “Member State” means any of them or the relevant one of them, as the context requires;

“Moveable Assets” means, in relation to each Business, all tangible property (including plant and machinery, vehicles, testing and other equipment, and spare parts for any such machinery and equipment, and furniture), excluding Business Property and Business Inventory, of the relevant

58

Confidential

Execution version

Business Seller and used primarily in the Operations at Closing excluding, for the avoidance of doubt, any such tangible property owned by any of the Group Companies;

“Net Debt” means:

(a)                 in relation to the Company (including all other Group Companies other than the US Company and its Subsidiary) the aggregate (which may be a positive or a negative number) of the following:

(i)                    Intra-Group Indebtedness of each Group Company other than the US Company and its Subsidiary; plus

(ii)                Third Party Indebtedness of each Group Company other than the US Company and its Subsidiary; less

(iii)            Cash Balances of each Group Company other than the US Company and its Subsidiary;

(b)                 in relation to the US Company (including its Subsidiary) the aggregate (which may be a positive or a negative number) of the following:

(i)                    Intra-Group Indebtedness of the US Company and its Subsidiary; plus

(ii)                Third Party Indebtedness of the US Company and its Subsidiary; less

(iii)            Cash Balances of the US Company and its Subsidiary; and

(c)                  in relation to the Group, the sum of all amounts calculated under items (a) and (b).

“Net Debt Statement” means, in relation to each of the Company and the US Company, the statement of Net Debt prepared in accordance with Clause 7.1;

“Non-Automatic Transfer Employees” means all those persons who are immediately prior to Closing employed primarily in the Operations by any member of Seller’s Group (other than the Group Companies) but will not transfer with the Businesses by operation of the Transfer Regulations;

“Non-Cleared Assets” has the meaning set out in Clause 6.5.6;

“Non-EU Country” means any country that is not a Member State;

“Non-Material Business” has the meaning set out in Clause 6.5.5;

“Non-Material Group Company” has the meaning set out in Clause 6.5.2;

“Notary” means civil law notary ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ van Olffen, or any other civil law notary of De Brauw Blackstone Westbroek N.V., or such notary’s substitute;

“Notice” has the meaning set out in Clause 14.11.1;

“Notice of Disagreement” has the meaning set out in Clause 7.1.3(a);

“NPG Contracts” means the Contracts (as defined in the Master NPG Agreement) included in the NPG Business Assets (as defined in the Master NPG Agreement);

“Offer Value” means USD 1,300,000,000 (one billion three hundred million US dollars);

59

Confidential

Execution version

“Operations” means the business conducted by the Group Companies, combined with the business activities conducted by the Business Sellers to the extent such activities comprise the research and development into and production, marketing, sale and distribution of specialty starches on a worldwide basis, principally focused on the food industry and also serving papermaking markets and the supply of industrial starch applications, but excluding any other line of business conducted by any Group Company or Business Seller and Seller’s Retained Starch Activities;

“Other Party” has the meaning set out in Clause 11.5;

“Outside Date” has the meaning set out in Clause 4.2.2(c);

“Parties” means Seller and Purchaser, and “Party” means any one of them or the relevant one of them, as the context requires;

“Payee Party” has the meaning set out in Clause 10.10.2;

“Payor Party” has the meaning set out in Clause 10.10.2;

“Permitted Encumbrances” means (i) security interests arising in the ordinary course of business or by operation of Law and not attributable to the borrowing of money that do not affect the usage of the underlying asset, (ii) security interests arising under sales contracts with title retention provisions and equipment leases with third parties and entered into in the ordinary course of business, (iii) security interests for Taxes and other governmental charges which are not due and payable or which may be paid without penalty, and (iv) any encumbrances disclosed in section [·] of the Disclosure Letter;

“Properties” has the meaning set out in Paragraph 5(a)(i) of Schedule 15 (Part 1), and “Property” means any one of them or the relevant one of them, as the context requires;

“Purchase Price” has the meaning set out in Clause 3.1;

“Purchaser” has the meaning set out in the preamble of this Agreement;

“Purchaser’s Group” means Purchaser and its subsidiaries from time to time, including, after Closing, the Group Companies;

“Purchaser’s Lawyers” means Sidley Austin LLP at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America

“Purchaser’s Warranties” means the warranties given by Purchaser to Seller pursuant to Clause 9.4 and Schedule 15 (Part 4), and “Purchaser’s Warranty” means any one of them or the relevant one of them, as the context requires;

“Registered Group Intellectual Property” means any Registered Intellectual Property that is owned by a Group Company;

“Registered Intellectual Property” means all of the following items: (i) patents, including reissued patents, re-examined patents, patent applications of all types, and any patents which may be filed or granted therefor and all rights to claim priority in whole or in part on the basis of

60

Confidential

Execution version

any of the aforementioned patents or applications; (ii) registered trademarks, trade names or service marks, applications to register trademarks, trade names or service marks, registered trade dress, applications to register trade dress, intent to use applications or other applications or registrations related to trade identity and trademarks; (iii) registered copyrights and applications for copyright registration in any country; (iv) mask work registrations and applications to register mask works in any country; (v) domain name registrations and applications to register domain names in any country; and (vi) any other intellectual property that is the subject of an application, certificate, issuance or registration filed with, issued by, or recorded by, any state, government, or other legal authority in any country;

“Regulations S-K and S-X” means Regulations S-K and S-X promulgated by the SEC under the Securities Act;

“Relevant Participant” has the meaning set out in Schedule 7 (Part 1);

“Relevant Period” has the meaning set out in Paragraph 10(a) of Schedule 15 (Part 1);