LIVENT CORPORATION (A Delaware corporation) 13,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2021 • Livent Corp. • Chemicals & allied products • New York
Livent Corporation, a Delaware corporation (the “Company”), confirms its agreement with Goldman Sachs & Co. LLC (“Goldman Sachs”), J.P. Morgan Securities LLC (“J.P. Morgan”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Goldman Sachs and J.P. Morgan are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,950,000 additional shares of Common Stock. The aforesaid 13,000,000 shares of Commo
FORM OF REGISTRATION RIGHTS AGREEMENT by and between LIVENT CORPORATION and THE SHAREHOLDERS PARTY HERETO Dated as of [—]Registration Rights Agreement • October 1st, 2018 • Livent Corp. • Chemicals & allied products
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [—], is by and between Livent Corporation, a Delaware corporation (the “Company”), and FMC Corporation, including any Permitted Transferees (collectively, the “Shareholders” and individually, a “Shareholder”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
ContractExecutive Severance Agreement • February 26th, 2021 • Livent Corp. • Chemicals & allied products
JOINDER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 4th, 2024 • Livent Corp. • Chemicals & allied products • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of September 1January 4, 20224, among ARCADIUM LITHIUM PLC, a public limited company incorporated under the laws of the Bailiwick of Jersey (originally incorporated as Lightning-A Limited, a private limited company incorporated under the laws of the Bailiwick of Jersey and f/k/a Allkem Livent plc) (“Arcadium”), Arcadium Lithium Intermediate IRL Limited, a private limited company incorporated in Ireland (“IntermediateCo”), Arcadium Lithium Financing IRL Limited, a private limited company incorporated in Ireland (“Finco”), LIVENT Corporation, a Delaware corporation (“Livent”), LIVENT USA CORP., a Delaware corporation (“Lithium Opco”, together with Arcadium, IntermediateCo, Finco and Livent, collectively, the “Borrowers” and, each, a “Borrower”), the Guarantors (as defined below) party hereto from time to time, the lenders and issuing banks listed on the signature pages hereof under the heading “Lenders” (the “Lenders”) an
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • February 28th, 2019 • Livent Corp. • Chemicals & allied products
This AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT, dated as of February 4, 2019 is by and between FMC CORPORATION, a Delaware corporation (“Parent”), and LIVENT CORPORATION, a Delaware corporation (the “Company”).
SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • October 15th, 2018 • Livent Corp. • Chemicals & allied products • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of October 15, 2018, is by and between FMC CORPORATION, a Delaware corporation (“Parent”), and LIVENT CORPORATION, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
TAX MATTERS AGREEMENTTax Matters Agreement • October 15th, 2018 • Livent Corp. • Chemicals & allied products
This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of October 15, 2018 between FMC Corporation (“Parent”), a Delaware corporation, on behalf of itself and the members of the Parent Group, and Livent Corporation (“Livent”), a Delaware corporation, on behalf of itself and the members of the Lithium Group.
FORM OF EXECUTIVE SEVERANCE AGREEMENT This EXECUTIVE SEVERANCE AGREEMENT is made and entered into as of October 10, 2018 (the "Effective Date"), by and between Livent Corporation, a Delaware corporation (hereinafter referred to as the "Company") and...Form of Executive Severance Agreement • February 28th, 2020 • Livent Corp. • Chemicals & allied products
THIRD AMENDMENT TO TRANSACTION AGREEMENTTransaction Agreement • December 27th, 2023 • Livent Corp. • Chemicals & allied products
This THIRD AMENDMENT TO TRANSACTION AGREEMENT (this “Amendment”), dated as of December 20, 2023, is by and between Livent Corporation, a Delaware corporation (“Livent”), and Allkem Limited, an Australian public company limited by shares (“Allkem”). Each of Livent and Allkem are referred to as a “Party,” and collectively, as the “Parties.”
2- #113565746 v2 Agreement (including pursuant to Sections 2(a)[ ]) and (ii) “Unvested Option” means any portion of the Option that is not a Vested Option. 3. Termination of Option. The Option and all rights hereunder, to the extent such rights will...Nonqualified Stock Option Award Agreement • February 28th, 2022 • Livent Corp. • Chemicals & allied products • Delaware
FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE LIVENT CORPORATION INCENTIVE COMPENSATION AND STOCK PLAN ANNUAL EQUITY GRANTRestricted Stock Unit Award Agreement • October 1st, 2018 • Livent Corp. • Chemicals & allied products • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made by and between Livent Corporation (the “Company”) and [Participant Name] (the “Participant”).
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • October 15th, 2018 • Livent Corp. • Chemicals & allied products
THIS SHAREHOLDERS’ AGREEMENT, dated as of October 15, 2018, is by and between FMC CORPORATION, a Delaware corporation (“Parent”) and LIVENT CORPORATION, a Delaware corporation (the “Company”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • January 4th, 2024 • Livent Corp. • Chemicals & allied products • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 4, 2024, by and among ARCADIUM LITHIUM PLC, a public limited company incorporated under the laws of the Bailiwick of Jersey (“NewCo”), LIVENT CORPORATION, a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor-in-interest to U.S. Bank National Association), as trustee (the “Trustee”).
TRANSACTION AGREEMENT AND PLAN OF MERGER dated as of May 2, 2022 among LIVENT CORPORATION, REACH MERGECO LIMITED, PALLINGHURST LITHIUM LIMITED, PALLINGHURST GP LIMITED and THE PALLINGHURST GROUP GENERAL PARTNER LIMITEDTransaction Agreement and Plan of Merger • May 5th, 2022 • Livent Corp. • Chemicals & allied products • Delaware
This TRANSACTION AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 2, 2022 is entered into among Livent Corporation, a Delaware corporation (“Livent”), Reach Mergeco Limited, a non-cellular company incorporated in Guernsey with registration number 70586 (“Merger Sub”), Pallinghurst Lithium Limited, a non-cellular company incorporated in Guernsey with registration number 68222 (“PLL”), Pallinghurst GP Limited, a company incorporated in the Cayman Islands (“PGPL”), and The Pallinghurst Group General Partner Limited, a company incorporated in the Cayman Islands (“TPGGPL”).
ContractAgreement • August 27th, 2018 • Livent Corp. • Chemicals & allied products
EXPLANATORY NOTE: This exhibit has been annotated to identify provisions of the original agreement that are no longer operative as a result of the passage of time (marked in red) or otherwise changed by subsequent amendments to the original agreement. Provisions of the original agreement that were amended pursuant to a 1994 amendment (included herein as Exhibit A) are marked in green, and provisions that were amended by a 2018 amendment to the original agreement (included herein as Exhibit B) are marked in blue.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • October 15th, 2018 • Livent Corp. • Chemicals & allied products
This TRADEMARK LICENSE AGREEMENT, dated as of October 15, 2018 (the “Effective Date”), is made by and between FMC CORPORATION, a Delaware corporation (“Licensor”) and LIVENT CORPORATION, a Delaware corporation (“Licensee”).
NONQUALIFIED STOCK OPTION AWARD AGREEMENT UNDER THE LIVENT CORPORATION INCENTIVE COMPENSATION AND STOCK PLANNonqualified Stock Option Award Agreement • February 28th, 2019 • Livent Corp. • Chemicals & allied products • Delaware
This NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”) is made by and between Livent Corporation (the “Company”) and [Participant Name] (the “Participant”).
2 - WEIL:\98229966\5\35899.0596 “Fourth Amendment Effective Date” means the date on which the conditions to effectiveness of the Fourth Amendment were first satisfied or waived in accordance with the Fourth Amendment. The Fourth Amendment Effective...Credit Agreement • February 28th, 2022 • Livent Corp. • Chemicals & allied products • New York
FORM OF TRANSITION SERVICES AGREEMENT by and between FMC CORPORATION and LIVENT CORPORATION Dated as of [—]Transition Services Agreement • October 1st, 2018 • Livent Corp. • Chemicals & allied products
THIS TRANSITION AGREEMENT, dated as of [—], is by and between FMC CORPORATION, a Delaware corporation (“Parent”), and LIVENT CORPORATION, a Delaware corporation (the “Company”).
SEVERANCE AGREEMENT AND RELEASESeverance Agreement and Release • June 6th, 2019 • Livent Corp. • Chemicals & allied products • Pennsylvania
This Severance Agreement and Release (this “Agreement”) is made by and between Thomas Schneberger (“Employee”) and Livent Corporation (“Livent”). Employee and Livent are parties to this Agreement and are collectively referred to herein as the “Parties.” This Agreement provides for all payments to which Employee may be entitled from Livent and its subsidiaries and affiliates (including without limitation FMC Lithium USA Corp.) (collectively, the “Company”), including under the Executive Severance Guidelines for Corporate Officers. This Agreement is effective as of the Effective Date described in Paragraph 18(g) below. As used in this Agreement, any reference to Employee shall include Employee, and in their capacities as such, Employee’s heirs, administrators, representatives, executors, legatees, successors, agents and assigns.
FORM OF IPO NONQUALIFIED STOCK OPTION AWARD AGREEMENT UNDER THE LIVENT CORPORATION INCENTIVE COMPENSATION AND STOCK PLANIpo Nonqualified Stock Option Award Agreement • October 1st, 2018 • Livent Corp. • Chemicals & allied products • Delaware
This IPO NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”) is made by and between Livent Corporation (the “Company”) and [Participant Name] (the “Participant”).
FORM OF TRADEMARK LICENSE AGREEMENT by and between FMC CORPORATION and LIVENT CORPORATION Dated as of [—]Trademark License Agreement • October 1st, 2018 • Livent Corp. • Chemicals & allied products
This TRADEMARK LICENSE AGREEMENT, dated as of [—] (the “Effective Date”), is made by and between FMC CORPORATION, a Delaware corporation (“Licensor”) and LIVENT CORPORATION, a Delaware corporation (“Licensee”).
ContractConsent Agreement • February 28th, 2022 • Livent Corp. • Chemicals & allied products
124126485v15 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE LIVENT CORPORATION INCENTIVE COMPENSATION AND STOCK PLAN This PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made by and between Livent...Based Restricted Stock Unit Award Agreement • May 5th, 2022 • Livent Corp. • Chemicals & allied products • Delaware
ContractCredit Agreement • August 6th, 2020 • Livent Corp. • Chemicals & allied products • New York
2- #113565863 v1 3. Settlement. Shares will be issued in respect of vested Units within 65 days following the date upon which such Units vest. Fractional Shares will be rounded up to the next whole Share. 4. Non-Transferability. Neither the Units nor...Restricted Stock Unit Award Agreement • February 26th, 2021 • Livent Corp. • Chemicals & allied products • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2018 • Livent Corp. • Chemicals & allied products
THIS REGISTRATION RIGHTS AGREEMENT, dated as of October 15, 2018, is by and between Livent Corporation, a Delaware corporation (the “Company”), and FMC Corporation, including any Permitted Transferees (collectively, the “Shareholders” and individually, a “Shareholder”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
ContractTransaction Agreement • November 9th, 2023 • Livent Corp. • Chemicals & allied products
AMENDMENT TO TRANSACTION AGREEMENTTransaction Agreement • August 2nd, 2023 • Livent Corp. • Chemicals & allied products
This AMENDMENT TO TRANSACTION AGREEMENT (this “Amendment”), dated as of August 2, 2023, is by and between Livent Corporation, a Delaware corporation (“Livent”), and Allkem Limited, an Australian public company limited by shares (“Allkem”). Each of Livent and Allkem are referred to as a “Party,” and collectively, as the “Parties.”
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written. FMC CORPORATION By: Name: Pierre Brondeau Title: Chief Executive Officer LIVENT CORPORATION By: Name: Paul Graves Paul Graves Title: President...Trademark License Agreement • February 26th, 2021 • Livent Corp. • Chemicals & allied products
FORM OF EXECUTIVE SEVERANCE AGREEMENTForm of Executive Severance Agreement • October 1st, 2018 • Livent Corp. • Chemicals & allied products
This EXECUTIVE SEVERANCE AGREEMENT is made and entered into as of [●] (the “Effective Date”), by and between Livent Corporation, a Delaware corporation (hereinafter referred to as the “Company”) and [●] (hereinafter referred to as the “Executive”) (this “Agreement”).
CONVERSION NOTICE TO THE HOLDERS OF LIVENT CORPORATIONLivent Corp. • October 19th, 2023 • Chemicals & allied products
WHEREAS, Livent Corporation (the “Company”) entered into that certain Transaction Agreement, dated as of May 10, 2023 (the “Transaction Agreement”), by and among the Company, Allkem Limited, an Australian public company limited by shares, and Allkem Livent plc, a public limited company incorporated under the laws of the Bailiwick of Jersey (originally incorporated as Lightning-A Limited, a private limited company incorporated under the laws of the Bailiwick of Jersey), pursuant to which, among other things, an indirect subsidiary of Allkem Livent plc will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned indirect subsidiary of Allkem Livent plc. The anticipated effective date of the Merger is expected to be on or about January 3, 2024 (the “Anticipated Effective Date”), subject to satisfaction of the closing conditions to the Transaction Agreement.
2 - WEIL:\98229966\5\35899.0596 (iii) do not and will not contravene such Loan Party’s or any other Restricted Subsidiaries’ respective Constituent Documents, violate any other Requirement of Law applicable to such Loan Party or any other Restricted...Credit Agreement • February 28th, 2022 • Livent Corp. • Chemicals & allied products • New York
FORM OF IPO RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE LIVENT CORPORATION INCENTIVE COMPENSATION AND STOCK PLANIpo Restricted Stock Unit Award Agreement • October 1st, 2018 • Livent Corp. • Chemicals & allied products • Delaware
This IPO RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made by and between Livent Corporation (the “Company”) and [Participant Name] (the “Participant”).
TRANSACTION AGREEMENTTransaction Agreement • May 10th, 2023 • Livent Corp. • Chemicals & allied products • Western Australia
This TRANSACTION AGREEMENT (this “Agreement”), dated as of May 10, 2023, is entered into by and among: Livent Corporation, a Delaware corporation (“Lion”); Lightning-A Limited, a limited company incorporated under the Laws of the Bailiwick of Jersey (“New Topco”); and Allkem Limited, an Australian public company limited by shares (“Anaconda”). Lion, New Topco and Anaconda and, following the execution of the Joinder Agreements, Irish IntermediateCo and U.S. Merger Sub, are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
