Exhibit 2.1

November 14, 2022

VENATOR MATERIALS PLC

and

The seller parties listed out in Schedule 1

(as the Sellers)

and

CATHAY PIGMENTS HOLDINGS LIMITED

(as the Purchaser)

SHARE PURCHASE AGREEMENT  

99 Bishopsgate

London EC2M 3XF

United Kingdom

Tel: +44.20.7710.1000

www.lw.com  

Contact: Ed Barnett / Farah O’Brien  

TABLE OF CONTENTS

THIS AGREEMENT is made on November 14, 2022.

BETWEEN

WHEREAS

NOW THEREFORE, in consideration of the mutual promises herein made, and in consideration of the warranties and covenants herein contained, the parties hereby agree as follows:

“Accounting Principles” has the meaning given to it in paragraph 3.1(a) of Schedule 7;

“Accounts” means unaudited consolidated carve-out financial statements of the Target Group, comprising the unaudited consolidated balance sheets, income statements and cash flow statements, together with the accompanying notes contained therein as at and for the 12-month period ended on, 31 December 2020 and 31 December 2021, and made available in the Data Room with document reference 15.7 (tabs 2020 BS, 2020 CF and 2020 IS for the 31 December 2020 Accounts and tabs 2021 BS, 2021 CF and 2021 IS for the 31 December 2021 Accounts) prepared in accordance with U.S. GAAP;

“Accounts Payables” means the external payables composed of purchase payables, other payables and capital accruals;

“Accounts Receivables” means the external receivables composed of “receivables - trade ”, “receivables – reserves” (i.e. – allowance for doubtful accounts), “other receivables” and “receivables - taxes other than income”;

“Audited Accounts” means collectively, the Audited 2019 Accounts, Audited 2020 Accounts and Audited 2021 Accounts;

“Audited 2019 Accounts” means, the audited accounts of the PRC Target, the Italian Target, the Australian Target Group Companies and Venator GmbH & Co, comprising the balance sheets, income statements and cash flow statements, together with the accompanying notes contained therein as at, and for the 12-month period ended on 31 December 2019, and made available in the Data Room with folder reference 2.13.1;

“Audited 2020 Accounts” means, the audited accounts of the PRC Target, the Italian Target, the Australian Target Group Companies and Venator GmbH & Co, comprising the balance sheets, income statements and cash flow statements, together with the accompanying notes contained therein as at, and for the 12-month period ended on 31 December 2020, and made available in the Data Room with folder reference 2.13.2;

“Audited 2021 Accounts” means, the audited accounts of the PRC Target, the Italian Target, the Australian Target Group Companies and Venator GmbH & Co, comprising the balance sheets, income statements and cash flow statements, together with the accompanying notes contained therein as at, and for the 12-month period ended on 31 December 2021, and made available in the Data Room with folder reference 2.13.3;

“Affiliate” means, in respect of any person, any other person directly or indirectly controlling, controlled by, or under direct or indirect common control with such person. For the purposes of the foregoing, “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities, by Contract or otherwise;

“Agreed Form” means, in relation to a document, the form of that document which has been agreed by or on behalf of Venator and the Purchaser;

“Assets” means all properties, assets, privileges, rights, interests and claims, of every type and description, whether personal or proprietary, tangible or intangible;

“Authority” means any competent regional, provincial, national, federal, state, local or foreign government, or any supranational organization or authority, or any other competent body or authority entitled to exercise any governmental, administrative, executive, legislative, supervisory, regulatory, judicial, disciplinary, enforcement or taxing authority or power, any competent court or tribunal, or any competent arbitrator or arbitral body or authority, or any political or other division, subdivision, commission, department, bureau, branch, board, agency or instrumentality of any of the foregoing;

“Australian Target Group Companies” means Venator Australia Pty Ltd and Venator Pigments Pty Ltd;

“Business” means the business, whether conducted by the Target Group and/or the Seller Group (to the extent the Restructuring has not completed) through the Properties, as of Completion and in the eighteen (18) months prior thereto, of producing, manufacturing, marketing, developing and selling:

but in each case excluding:

“Business Assets” means all Assets of the Target Group and the Seller Group, in each case, used in or by the Business (provided that any such Assets of the Seller Group are used predominantly in or by the Business), including such Assets to be restructured and/or contributed to the Target Group pursuant to the Restructuring;

“Business Confidential Information” has the meaning given to it in Clause 16.3(a);

“Business Day” means a day (other than a Saturday, Sunday or public holiday) on which commercial banks in London, New York, Hong Kong (not including any day on which a tropical cyclone warning no. 8 or above or a “black” rain warning signal is hoisted in Hong Kong at any time between 9:00 am and 5:00 pm Hong Kong time), Germany, Italy, and PRC are open for ordinary business to the general public;

“Business Employee” means a current employee of any member of the Seller Group (excluding each Target Group Company) who is primarily dedicated to the Business (other than an O&A Employee);

“Business Seller Group Member” means any member of the Seller Group solely in respect of or in the course of their activities in relation to the Business or their employment or engagement of any Business Employee, including ownership of Business Assets and “Business Seller Group” shall be construed accordingly;

“Business Service Provider” means a current individual independent contractor and other non-employee service provider of any member of the Seller Group or any Target Group Company who is primarily dedicated to the Business;

“Cash” means, without duplication, (i) cash on hand, (ii) cash credited to any account with a bank or other financial institution, and any securities with a maturity of less than twelve (12) months which are readily convertible into cash, including all interest accrued thereon and (iii) in the case of any such amounts the extraction of which from any Target Group Company by way of dividend (through any intermediate entities) to the Purchaser immediately following Completion would give rise to a Tax withholding or other Tax liability, minus the maximum amount of such Tax withholding or Tax liability which would be incurred on extracting such amounts, as reduced under the provisions of any double tax treaty (as mutually agreed to by the Parties to be applicable); but, in each case of the foregoing, excluding any Restricted Cash;

“Claim” means any demand or claim (whether in contract or otherwise) arising in connection with or pursuant to this Agreement;

“Closing Cash” means the aggregate amount of Cash of the Target Group as of the Effective Time;

“Closing Indebtedness” has the meaning given thereto in Schedule 20;

“Closing Primary Working Capital” means the Primary Working Capital as at the Effective Time and as determined in accordance with the Accounting Principles;

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time;

“Companies Act” means the United Kingdom Companies Act 2006;

“Completion” means completion of the sale and purchase of the Shares in accordance with this Agreement;

“Completion Date” has the meaning given to it in Clause 12.1;

“Completion Statement” has the meaning given to it in paragraph 1.1 of Schedule 7;

“Confidentiality Agreement” means the mutual Confidentiality Agreement dated 4 October 2021, by and between Venator and the Purchaser, as amended;

“Consideration” has the meaning given to it in Clause 3.1;

“Contract” means any contract, agreement, undertaking, understanding, commitment, indenture, note, bond, loan, instrument, lease, mortgage, deed of trust, franchise, license or other legally binding arrangement, whether written or oral;

“Customer” has the meaning given to it in Clause 16.1(b)(i);

“Data Room” means the virtual data room hosted by Drooms in connection with the Transactions comprising documents and other information made available by the Seller Group in relation to the Business and the Target Group Companies to which the Purchaser and its advisers have been granted access for the purposes of the Transactions prior to the date of this Agreement;

“Debt Financing” means any financing provided to the Purchaser for the purposes of paying any or all of the Consideration hereunder and/or paying other funds required by the Transactions or paying costs, fees, reserves, interest and expenses in connection with such financing;

“Disagreement Notice” has the meaning given to it in paragraph 1.4 of Schedule 7;

“Disclosed” means fairly disclosed with sufficient detail as would enable a reasonable purchaser to be able to identify the fact, matter, circumstance or other information so disclosed or concerned (including the nature and scope thereof) and its relevance to the Warranties;

“Disclosed Litigation” means the claim described in Clause 16.1 of the Disclosure Letter as having been filed in February 2021;

“Disclosure Letter” means the disclosure letter delivered by or on behalf of Venator and the Sellers to the Purchaser immediately before the signing of this Agreement;

“Dispute” has the meaning given to it in Clause 31.3;

“Effective Time” means 11:59 p.m. (local time with respect to the accounts for each Target Group Company) on the day prior to the Completion Date;

“Employee” means Business Employee, any current employee of any Target Group Company and any O&A Employee;

“Employee Benefit Plan” means any benefit or compensation plan, program, policy, practice, contract, agreement or other arrangement, covering U.S. Employees, former U.S. employees of any Target Group Company, U.S. Business Service Providers or U.S. Former Contractors, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA), and all other “voluntary employees’ beneficiary associations,” under Section 501(c)(9) of the Code, employment, consulting, retirement, severance, termination, retention, change in control, deferred compensation, defined contribution, pension, vacation, sick, stock option, stock purchase, stock appreciation rights, stock-based or other equity-based, incentive, bonus, commission, supplemental retirement, profit sharing, insurance, medical, welfare, fringe or other compensation or benefit plan, program, policy, practice, contract, agreement or other arrangement, of any kind, whether or not in writing and whether or not funded, in each case, which is sponsored, maintained or contributed to by a Business Seller Group Member or the Target Group Companies, or with respect to which any liability is borne by the Target Group Companies, but excluding any such plans, programs or arrangements which do not relate to the Business, are maintained or sponsored by an Authority or required to be maintained for the benefit of Employees (or former employees of any Target Group Company) and/or Business Service Providers by applicable Laws (Schedule 19 sets forth the name of each material Employee Benefit Plan as of the date hereof, and indicates which Employee Benefit Plans are sponsored or maintained by a Target Group Company);

“Encumbrance” means any mortgage, claim, charge (whether fixed or floating), debenture, pledge, lien, license, hypothecation, assignment, deed of trust, title retention, security interest or other encumbrance, security agreement or any other restriction or covenant with respect to, or condition governing the use, construction, voting (in respect of shares), transfer, receipt of income or exercise of any other attribute of ownership of the relevant asset or any other arrangement securing, or conferring any priority of payment in respect of, any obligation of any person, including any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under Laws;

“Environmental Indemnity” has the meaning given to it in paragraph 2 of Schedule 21;

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended;

“ERISA Affiliate” means all employers (whether or not incorporated) that would be treated together with another employer (whether or not incorporated) as a “single employer” within the meaning of Section 414 of the Code;

“Exchange Rate” means, with respect to a particular currency for a particular day, the USD foreign exchange reference rate published by Bloomberg or another reputable quotation service mutually agreed by the parties;

“Excluded Liabilities” means any and all Liabilities unrelated to the Business or arising from or related to any Assets (other than a Business Asset) and such other Liabilities as are agreed between parties to be retained by or transferred to the Seller Group;

“Final Allocation” has the meaning given to it in Clause 5.3;

“Finance Documents” has the meaning given to it in paragraph 13.1 in Part 3 of Schedule 5;

“Former Contractor” means a former individual independent contractor or other non-employee service provider of any Target Group Company;

“Fundamental Warranties” means the Warranties in Part 2 of Schedule 5;

“General Warranties” means the Warranties in Part 3 of Schedule 5;

“German Fiscal Unities” has the meaning given to it in Schedule 22;

“German Seller” means Venator Holdings Germany GmbH;

“German Targets” means Venator Pigments Holding GmbH and Silo Pigmente GmbH, whose details are set out in Part 1 of Schedule 2;

“German Tax Group Returns” means any Tax Returns of the German Targets for all taxable periods of the German Targets ending on or before 31 December 2022 relating to the German Fiscal Unities;

“German Transfer Deed” means a notarial transfer deed in the Agreed Form to be executed by the German Seller and the Purchaser (or its permitted assignee) in relation to the German Targets recorded by a German notary pursuant to which the relevant Shares in the German Targets are transferred;

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, ruling, decision, verdict, determination or award made, issued or entered by or with any Authority;

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“In-scope calculation ” means R0103 Venator Americas LLC, R0122 Venator Pigments Pty Ltd, R0123 Venator Australia Pty Ltd, R0114 Venator Pigments (UK) Limited, R0119 Excalibur Realty UK Limited, R0101 Inorganic Pigments Limited, R9023 Creambay Limited, R9012 Venator Pigments S.r.l., (Holdco) (formerly Venator Pigments S.p.A., (Holdco)), R0113 Venator Pigments S.r.l. (formerly Venator Pigments S.p.A.), R0127 Venator Pigments Taicang Company Limited, R0110 Silo Pigmente GmbH, R9011 Venator Pigments Holding GmbH, R0112 Venator Pigments GmbH & Co KG;

“Indebtedness” means (a) any borrowing or indebtedness in the nature of borrowing including any indebtedness for monies borrowed or raised from any bank or other financial institution, hire purchase agreement, forward sale or purchase agreement or conditional sale agreement or other transactions having the commercial effect of a borrowing, (b) any obligations evidenced by bonds, notes, debentures, mortgages or other similar instruments, (c) any obligations under letters of credit or other similar facilities to the extent drawn, (d) any guarantee of, and any accrued interest, fees and charges, in each case, in respect of any of the foregoing and (e) any prepayments and penalties due and payable, and any other fees, expenses, indemnities and other amounts due and payable as a result of the prepayment or discharge of any of the foregoing;

“Indemnified Persons” or “Indemnified Person” has the meaning given to it in Clause 17.1;

“Information Technology” means computer servers, networks, data communication lines, software, code, systems, hardware and other information technology and telecommunications equipment that are used or held for use by the Business;

“Initial Allocation” has the meaning given to it in Clause 5.1;

“Initial Consideration” has the meaning given to it in Clause 3.3;

“Insurance Policies” means the insurance policies set out in Schedule 11, in each case maintained by Venator and covering the Target Group as at the date of this Agreement;

“Interim Accounts” means the unaudited consolidated interim carve-out financial statements of the Target Group, comprising unaudited consolidated balance sheets, income statements and cash flow statements, together with the accompanying notes contained therein as at and for the 6-month period for the financial period ended on the Interim Accounts Date and made available in Data Room with document reference 15.7 (tabs 2022-06 BS, 1H22 CF, 2022-06 IS) prepared in accordance with U.S. GAAP;

“Interim Accounts Date” means 30 June 2022;

“Inventory” means raw materials, work in progress, finished goods and other inventory;

“Italian Civil Code” means the Italian civil code, enacted with Royal Decree No. 262 of 16 March 1942;

“Italian Deed of Transfer” means the deed of transfer in the Agreed Form to be executed between the Italian Seller and the Purchaser (or its permitted assignee) before the Italian notary public to be appointed by the Purchaser, for the purposes of article 2470 of the Italian Civil Code, to duly transfer all title and property to the Shares in the Italian Target;

“Italian Seller” means Venator Italy S.r.l;

“Italian Target” means Venator Pigments S.r.l., whose details are set out in Part 1 of Schedule 2;

“Laws” means all applicable federal, state, local, international, supranational, national, regional or foreign law (including common law), legislation, statutes, directives, regulations, judgments, decisions, decrees, orders, instruments, rules, by-laws, statutory guidance notes, statutory circulars and other legislative measures or decisions having the force of law or other legally binding provisions or instruments, treaties, conventions and other agreements between states, or between states and supranational bodies, customary law and equity and all civil or other codes and all other laws issued, enacted or imposed by any Authority of, or having legal effect in, any jurisdiction from time to time;

“Liabilities” means, with respect to any person, any liability or obligation of such person, whether known or unknown, whether asserted or unasserted, whether determined, determinable or otherwise, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether directly incurred or consequential, whether due or to become due and whether or not required under U.S. GAAP to be accrued on the financial statements of such person;

“Long Stop Date” has the meaning given to it in Clause 7.1(b);

“Losses” has the meaning given to it in Clause 17.1;

“Management Accounts” means the unaudited monthly management accounts prepared in respect of the Target Group for the period from 1 January 2022 to 30 September 2022 inclusive;

“Material Adverse Change” means a change, effect or circumstance, that, when considered either individually or together, has had, or would reasonably be expected to have, a material adverse effect on, (x) the business, Assets, property, condition (financial or otherwise), operations or results of operations of the Business or the Target Group (taken as a whole) other than any such change, effect or circumstance resulting from any one or more of the following: (a) the effect of any change in the economies or securities or financial markets in general; (b) the effect of any change that generally affects the industry in which the Business or the Target Group operates; or (c) the effect of any change arising in connection with acts of God, earthquakes, hostilities, acts of war, sabotage, pandemics or terrorism or military actions; (d) the effect of any action taken by any member of the Target Group at the written request, or with the prior written consent, of the Purchaser or as otherwise expressly required by the terms of the Transaction Documents; provided that any such change, effect or circumstance set forth in the foregoing sub-clauses (a) through (c) will nonetheless be taken into account in determining whether a Material Adverse Change has occurred to the extent that it has a disproportionate effect on the Business or the Target Group (taken as a whole) relative to other participants in the industry in which the Business or the Target Group operates or (y) the ability of Venator to comply with the Fundamental Warranty set forth under Section 1.6 of Part 2 of Schedule 5 at Completion which means Venator is unable to consummate the Transactions;

“MOC” means the Ministry of Commerce of the People’s Republic of China or its competent local counterparts;

“O&A Employees” means the persons (with relevant employment details) listed in Schedule 12 hereto;

“Occurrence Policy” or “Occurrence Policies” has the meaning given to it in Clause 15.3;

“Ordinary Course Trading Arrangements” has the meaning given to it in Clause 11.9;

“Permitted Property Encumbrance” means, in respect of any Properties, any:

in each case, none of which, individually or in the aggregate: (i) interferes with or is violated by, in any material respect, the present use or occupancy of the applicable Property; or (ii) adversely affects the current use or the value of the applicable Property other than to an immaterial extent;

“PN 37” means the Announcement on Issues concerning the Withholding of Enterprise Income Tax at Source on Non-Resident Enterprises (国家税务总局关于非居民企业所得税源泉扣缴有关问题的公告) issued by the State Administration of Taxation of the People’s Republic of China on October 17, 2017, as amended;

“PN 37 Filing” has the meaning given to it in Clause 18.15;

“PRC” means the People’s Republic of China but solely for the purposes of this Agreement, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan;

“PRC Cash” means, without duplication, any cash on hand, cash credited to any account with a bank or other financial institution, and any securities with a maturity of less than twelve (12) months which are readily convertible into cash, including all interest accrued thereon, held by the PRC Target;

“PRC Registration Documents” has the meaning given to it in Clause 6.3(e);

“PRC Seller” means Venator Far East Limited;

“PRC Target” means Venator Pigments Taicang Company Ltd, whose details are set out in Part 1 of Schedule 2;

“PRC Target Shares” means all of the equity interest in the PRC Target;

“PRC Tax Liabilities” has the meaning given to it in Clause 18.15;

“Pre-Completion Insurance Claim” has the meaning given to it in Clause 15.3;

“Pre-Completion Statement” has the meaning given to it in Clause 3.3;

“Pre-Completion Tax Matter” has the meaning given to it in Clause 18.4;

“Pre-Completion Tax Period” means any taxable period (including the portion of any Straddle Period) ending on or before the Completion Date;

“Pre-Completion Tax Returns” has the meaning given to it in Clause 18.1;

“Primary Working Capital” means the aggregate amount of all Accounts Receivables and Inventory less all Accounts Payables of the In-scope calculation, less the adjustment of the in-scope element of entity R0129 Venator Asia SDN BHD, plus the adjustment of out of scope element of the entity R0114 Venator Pigments (UK) Limited, plus the elimination of the unrealised intercompany profit in inventory;

“Proceeding” means any claim (including any counterclaim), action, demand, charge, complaint, application, arbitration, audit, hearing, investigation, inquiry, review, litigation, suit or proceeding (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard before an Authority;

“Purchaser” has the meaning given to it in the Preamble;

“Purchaser Group” means the Purchaser and each of its Affiliates including, for the avoidance of doubt, the Target Group Companies from Completion;

“Purchaser Group Holder” has the meaning given to it in Clause 9.1;

“Release” has the meaning given to it in Clause 11.10;

“Releasees” has the meaning given to it in Clause 11.10;

“Releasors” has the meaning given to it in Clause 11.10;

“Reporting Accountants” means a “Big 4” accounting firm independent with respect to the Purchaser Group and Seller Group, or if such person refuses engagement, such other independent expert in public accounting as is mutually acceptable to the Purchaser and Venator or, if the parties cannot mutually agree, an independent expert in public accounting to be jointly nominated pursuant to a process whereby each of the Purchaser and Venator nominate its own respective independent expert, who shall be directed to jointly agree on and nominate the expert who shall serve as the Reporting Accountants;

“Representatives” means, in relation to any person, its Affiliates and its and their respective directors, officers, employees, agents, consultants, brokers, potential financing sources, advisers and other persons authorized to act for or on behalf of the foregoing persons;

“Resigning Directors” means (i) the legal representative, the directors, the supervisor and the general manager of the PRC Target, (ii) such other directors and officers (or similar controllers) of the Target Group Companies as notified by the Purchaser to Venator at least ten (10) Business Days prior to Completion;

“Restricted Cash” means any cash which, at the relevant time, is not available for withdrawal and use due to any applicable Laws, contractual restriction or otherwise, including restrictions on dividends and repatriations or any other form of restriction, provided that this shall not include any cash which is restricted or not available for withdrawal and use due to Tax withholding or other Tax liability arising on its extraction nor, for the avoidance of doubt, PRC Cash solely due to the fact that is restricted or not available for withdrawal and use due to Tax withholding or other Tax liability arising on its extraction;

“Restructuring” means the restructuring of the Business involving the Business Seller Group and the Target Group, including certain inter-group transfers of Assets and liabilities, the separation of the Target Group Companies from the Seller Group’s Information Technology function (including Information Technology software, systems and services), and certain other actions, as set forth in the Restructuring Plan;

“Restructuring Expenses” has the meaning given to it in Clause 8.1(e);

“Restructuring Plan” means the plan appended hereto as Schedule 13;

“Rules” has the meaning given to it in Clause 31.2;

“SAMR” means the State Administration for Market Supervision;

“Seller Group” means Venator and each of its Subsidiaries but excluding the Target Group Companies;

“Seller Group Holder” has the meaning given to it in Clause 9.2;

“Seller Group Tax Returns” means any Tax Returns filed by (or as part of a combined, consolidated, affiliated or similar Tax group including) a member of the Seller Group;

“Seller Group Taxes” means any Tax that will be included in a Seller Group Tax Return;

“Sellers” has the meaning given to it in the Preamble;

“Sellers’ Bank Account” means such bank account as Venator may notify to the Purchaser in writing at least five (5) Business Days before the relevant date for any payment(s);

“Senior Employees” means Alison Calvert, Mike Corcoran, Samantha Little, Matthew Nicholson, Tim Smart and Ian Smith;

“Shares” means the entire issued share capital of each of the Target Companies, particulars of which are set out in Part 1 of Schedule 2;

“SIAC” has the meaning given to it in Clause 31.2;

“Straddle Period” has the meaning given to it in Clause 18.6;

“Straddle Period Tax Matter” has the meaning given to it in Clause 18.9;

“Straddle Period Tax Returns” has the meaning given to it in Clause 18.6;

“Subsidiaries” means, with respect to any specified person, any other person of which such specified person, directly or indirectly through one or more Subsidiaries, (a) owns at least fifty percent (50%) of the outstanding equity interests entitled to vote generally in the election of the board of directors or similar governing body of such other person, or (b) has the power to generally direct the business and policies of that other person, whether by Contract or as a general partner, managing member, manager, joint venture partner, agent or otherwise, including the entities listed in Part 2 of Schedule 2;

“Surviving Provisions” means the provisions of this Clause 1, Clause 20, Clauses 22 to 29 and Clause 31;

“Target Companies” means each of the companies whose details are set out in Part 1 of Schedule 2 and “Target Company” shall mean any one of them;

“Target Group Companies” or “Target Group” means the Target Companies and their respective Subsidiaries collectively, and each of them is a “Target Group Company”;

“Target Group Company 401(k) Plan” has the meaning given to it in Clause 10.1;

“Target Primary Working Capital” means $107,000,000;

“Target Transaction Expenses” means any costs, fees and expenses or liabilities of a Target Group Company in connection with the entering into and completion of the Transactions, including, without duplication: (a) any “single-trigger” severance, sale bonuses, change in control bonuses, retention bonuses or similar payments or fees, and any amounts payable to gross-up or make whole any person of income or excise Taxes imposed with respect to such payments, whether under Section 4999 of the Code or otherwise, that become payable (either alone or in combination with any other event) upon, by reason of or in connection with, the consummation of the Transactions and that were or are incurred by any Target Group Company upon or prior to the Completion, (b) any investment banking, accounting, brokers, consultancy, attorney or other professional or advisor fees, costs, disbursements, commissions and expenses incurred or payable by any Target Group Company with respect to the Transactions, (c) any Restructuring Expenses incurred or payable by any Target Group Company and (d) the employer portion of any payroll, employment, social security or similar Taxes attributable to any of the amounts described in the foregoing clauses (a), (b), and (c);

“Tax” means:

imposed or collected by a Tax Authority, whether directly or primarily chargeable against, recoverable from or attributable to any of the Target Group Companies or another person, including as a result of being a member of a consolidated, unitary, affiliated or combined group of companies, being a successor or transferee, pursuant to a Contract or under applicable Law, in each case for any Tax period (and “Taxes” and “Taxation” shall be construed accordingly);

“Tax Authority” means any Authority competent to impose a liability for Taxes or is responsible for the administration and/or collection of Taxes or enforcement of any Laws relating to Taxes;

“Tax Claim” means a Tax Covenant Claim or a Tax Warranty Claim;

“Tax Covenant” means the covenants in respect of Tax set out in paragraph 2 of Schedule 17;

“Tax Covenant Claim” means a Claim under the Tax Covenant;

“Tax Liability Amount” means, without duplication, an amount (not less than zero in any jurisdiction) equal to the sum of the aggregate current accrued but unpaid income Taxes imposed on the Target Group for each applicable taxing jurisdiction attributable to Pre-Completion Tax Periods (determined, in the case of a Straddle Period, in accordance with Clause 18.12), provided, that such amounts shall be calculated (a) by including Taxes that have been deferred, by election or by operation of Law, from a Pre-Completion Tax Period to a taxable period (or portion thereof) beginning after the Completion Date which remain unpaid by the Target Group on the Completion Date, and (b) by otherwise excluding all deferred Taxes and deferred Tax assets, and further provided, that for the avoidance of doubt, the Tax Liability Amount shall not include any Tax for which any member of the Seller Group is primarily liable or any other Seller Group Taxes, in each case, for which the applicable Tax Authority has not initiated in writing enforcement or collection action against any Target Group Company with respect to such Tax as of the Completion Date; provided that, any Tax deductions or similar benefits arising in connection with the payment of the Target Transaction Expenses shall be taken into account in determining the Tax Liability Amount to the extent they are eligible under applicable law (with at least a “more likely than not” level of confident) to reduce the amount of Taxes that otherwise would be payable by a member of the Target Group (and that are not Seller Group Taxes) attributable to Pre-Completion Periods and are actually used to reduce such Taxes;

“Tax Return” means any return, declaration, report, notice, claim for refund, information return or statement relating to Taxes, including any schedule, supplement or attachment thereto, including any amendment thereof;

“Tax Warranties” means the Warranties in Part 4 of Schedule 5;

“Tax Warranty Claim” means a Claim for any breach of, or in accuracy in a Tax Warranty;

“Third Party Claim” has the meaning given to it in paragraph 10.2 of Schedule 6;

“Third Party Guarantees” means any guarantees, indemnities, letters of comfort and other credit support of any nature given:

“Transaction Documents” means this Agreement, the Transitional Services Agreement, the Disclosure Letter and all other agreements and documents otherwise required in connection with implementing the Transactions and any and all exhibits and schedules thereto;

“Transactions” means the transactions contemplated by this Agreement and the other Transaction Documents, including the Restructuring;

“Transitional Services Agreement” means the agreement for the provision of transitional services to be entered into between the applicable members of the Seller Group (including Venator) and the Target Group, in the Agreed Form, which shall reflect and otherwise be consistent with the key terms set forth in Schedule 23 unless otherwise agreed;

“UK Target” means Creambay Limited, whose details are set out in Part 1 of Schedule 2;

“US Target” means Venator Americas LLC, whose details are set out in Part 1 of Schedule 2;

“VAT” means value added tax, sales tax, use tax, transfer tax, goods and services tax or any similar Tax, whether chargeable in the United Kingdom or elsewhere;

“Venator Bonds” means (i) the 5.75% Senior Notes due 2025 issued by Venator Finance S.à r.l. and Venator Materials LLC pursuant to an indenture dated July 14, 2017, and (ii) 9.500% Senior Secured Notes due 2025 issued by Venator Finance S.à r.l. and Venator Materials LLC pursuant to an indenture dated May 22, 2020, in each case as may be amended or modified from time to time and including any Indebtedness the proceeds of which are used to redeem, refinance, replace, defease, discharge, refund, restate, substitute, modify or reissue or otherwise retire for value, in whole or in part, of such notes;

“Venator Financing Arrangements” means (i) the Term Loan Credit Agreement dated as of August 8, 2017 among, inter alios, Venator, the lender parties thereto and JPMorgan Chase Bank, N.A. (as administrative agent and collateral agent) and (ii) the Amended and Restated Revolving Credit Agreement dated as of October 15, 2021 among, inter alios, Venator and JPMorgan Chase Bank, N.A. (as administrative agent and collateral agent), in each case as amended and/or restated from time to time;

“Venator GmbH & Co.” means Venator Pigments GmbH & Co. KG;

“Venator’s Knowledge” means the actual knowledge, after reasonable investigation and due inquiry, of Bertrand Defoort, Kurt Ogden, Matthew Taylor, David Johnson, Nick Latham, Simon Turner, Jose Baeza (solely in respect of Information Technology Warranties), Jeff Pehrson (solely in respect of Tax Warranties) and Kevin Wilson (solely in respect of Employment and Pensions Warranties);

“Venator Response Period” has the meaning given to it in Clause 18.2(c);

“W&I Insurance” has the meaning given to it in Clause 11.12;

“W&I Insurance Premium Substitute” means $1,000,000;

“W&I Insurer” means the provider of the W&I Insurance;

“W&I Claims” has the meaning given to it in paragraph 7.1(a) of Schedule 6;

“WARN” means the Worker Adjustment Retraining and Notification Act of 1988 as amended, or any similar state, local, municipal, or non-U.S. Law;

“Warranties” means the warranties set forth in Schedule 5; and

“Warranty Claim” means a Claim for breach of a Warranty.

On the terms and subject to the conditions of this Agreement, the Sellers shall sell and transfer, and the Purchaser shall, or shall procure that its designated Affiliate(s) shall, purchase and acquire, with effect from Completion, the Shares free and clear from all Encumbrances, and together with all rights that attach to them as at Completion including the right to receive all dividends and distributions declared, made or paid on or after Completion.

Business operations

Efforts to complete

Third party consents and guarantees

Access to premises and information

Settlement of accounts

Assistance with financing

W&I Insurance

Change of names

Insurance

Italian Target

PRC Target

Non-solicitation

Non-compete and non-disparagement

Confidentiality

provided, Business Confidential Information shall not include any information that is generally available to, or known by, the public (other than as a result of disclosure in violation hereof).

provided, that the disclosing party shall provide reasonable prior notice to the other such that a reasonable opportunity is afforded to contest the same (as applicable).

provided that Venator and the Sellers shall not be liable under this Clause 17 in respect of any Tax liability (other than PRC Tax Liabilities), which shall be dealt with solely under the provisions of the Tax Warranties and the Tax Covenant, or in respect of matters covered by the Environmental Indemnity which shall be dealt with solely under Schedule 21.

Tax Returns

Straddle Period Returns

Access and Conduct

PN 37 Filing

Tax Schedule

Section 1445 Withholding

From Completion, the Purchaser shall procure that the relevant Target Group Company shall, for a period of six (6) years following Completion, provide Venator and the Sellers, at Venator’s sole cost and expense, with such reasonable access to all books, records, accounts and other financial information which relate to the Target Group (insofar and limited to such portion as they record matters occurring on or before Completion and shall in no event be expanded to cover any privileged information, information relating to any trade secrets of the Business or such similar sensitive information as the Purchaser may at its sole discretion determine) at reasonable hours, in each case as the Sellers may reasonably request, only as is required for Venator’s tax or accounting purposes or to comply with any applicable Laws and on reasonable advance notice being given by Venator to the Purchaser.

Venator and the Sellers shall execute and deliver or procure the execution and delivery of, all such instruments and documents and shall take all such actions as reasonably necessary to consummate the Transactions including to effect the sale and purchase of the Shares and to implement and give effect to the transfer of the Shares.

Where any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the Laws of any jurisdiction then such provision shall be deemed to be severed from this Agreement and, if possible, replaced with a lawful provision which, as closely as possible, gives effect to the intention of the parties under this Agreement and, where permissible, that shall not affect or impair the legality, validity or enforceability in that, or any other, jurisdiction of any other provision of this Agreement.