LUXFER HOLDINGS PLC AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2011Deposit Agreement • December 2nd, 2011 • Luxfer Holdings PLC • Industrial inorganic chemicals • New York
DEPOSIT AGREEMENT dated as of , 2011 among LUXFER HOLDINGS PLC, a public limited company incorporated under the laws of England and Wales (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
Dated 13 May 2011 as amended on 14 June 2011, as amended and restated on 30 November 2012, as amended on 7 November 2013 and as further amended and restated on 25 March 2014 and 23 December 2016 LUXFER HOLDINGS PLC LLOYDS BANK PLC and CLYDESDALE BANK...Facilities Agreement • March 14th, 2017 • Luxfer Holdings PLC • Industrial inorganic chemicals • England and Wales
This Agreement dated 13 May 2011 as amended on 14 June 2011, as amended and restated on 30 November 2012, as amended on 7 November 2013 and as further amended and restated on 25 March 2014 and [ ] December 2016
BA HOLDINGS, INC. US$65,000,000 SENIOR NOTES DUE JUNE 15, 2018Note Purchase Agreement • March 31st, 2014 • Luxfer Holdings PLC • Industrial inorganic chemicals • New York
Each of BA Holdings, Inc., a Delaware corporation (the “Issuer” or any successor that becomes such in the manner prescribed in Section 9.7), Luxfer Holdings PLC (Registered No. 3690830), a public limited company organized under the laws of England and Wales (the “Parent Guarantor”), and each of the parties listed in Schedule C (each an “Original Subsidiary Guarantor” and collectively the “Original Subsidiary Guarantors”), agrees with each of the purchasers whose names appear at the end hereof (each a “Purchaser” and collectively the “Purchasers”) as follows:
Luxfer Holdings PLC [·] American Depositary Shares Representing [·] Ordinary Shares (Nominal Value ₤1 Per Ordinary Share) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2012 • Luxfer Holdings PLC • Industrial inorganic chemicals • New York
The ADSs will be evidenced by American depositary receipts (the “ADRs”) to be issued pursuant to a deposit agreement to be entered into on the Closing Date by and among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing ADSs issued thereunder (the “Deposit Agreement”).
ARRANGEMENT AGREEMENTArrangement Agreement • December 19th, 2018 • Luxfer Holdings PLC • Industrial inorganic chemicals • Ontario
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 19th, 2018 • Luxfer Holdings PLC • Industrial inorganic chemicals • Ontario
OPPS NPM II S.À R.L, a private limited liability company governed by the laws of the Grand Duchy of Luxembourg (the “Securityholder”)
CONTRACT OF EMPLOYMENT BETWEEN LUXFER HOLDINGS PLC LUXFER HOLDINGS PLC Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE LUXFER GAS CYLINDERS LIMITED A member of LUXFER GROUP AnchoraService Agreement • March 12th, 2019 • Luxfer Holdings PLC • Industrial inorganic chemicals • Salford
BA Holdings, Inc., U.S. Biggleswick Limited, England and Wales GTM Technologies LLC, U.S. Lumina Trustee Limited, England and Wales Luxfer Australia PTY Limited, Australia Luxfer Canada Limited, Canada Luxfer Gas Cylinders (Shanghai) Co., Limited,...Luxfer Holdings PLC • March 1st, 2023 • Industrial inorganic chemicals
Dated 13 May 2011 LUXFER HOLDINGS PLC LLOYDS TSB BANK PLC and CLYDESDALE BANK PLC (trading as Yorkshire Bank) as Mandated Lead Arrangers The parties listed in part 1 of schedule 1 as Borrowers The parties listed in part 2 of schedule 1 as Guarantors...Senior Facilities Agreement • December 2nd, 2011 • Luxfer Holdings PLC • Industrial inorganic chemicals • England and Wales
FIRST AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 14th, 2017 • Luxfer Holdings PLC • Industrial inorganic chemicals
THIS FIRST AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Amendment”), is made as of March 13, 2017, by and among BA Holdings, Inc., a Delaware corporation (the “Issuer”), Luxfer Holdings PLC, a public limited company organized under the laws of England and Wales (the “Parent Guarantor”), each of the parties listed in Schedule C of the Amended Agreement (as defined below) (each, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with the Issuer and the Parent Guarantor, collectively, the “Obligors”), and each of the Persons holding one or more Notes (as defined below) on the date hereof (collectively, the “Noteholders” and each, individually, a “Noteholder”), with respect to that certain Amended and Restated Note Purchase Agreement dated June 29, 2016 (as in effect immediately prior to giving effect to the transactions contemplated hereby, the “A&R Note Purchase Agreement” and after giving effect to this Amendment and as may be furth
VOTING AGREEMENTVoting Agreement • December 19th, 2018 • Luxfer Holdings PLC • Industrial inorganic chemicals
This VOTING AGREEMENT (this “Voting Agreement”), is made and entered into as of December 18, 2018, by the undersigned director or officer (the “Shareholder”) of Luxfer Holdings PLC (“Luxfer”). The Shareholder hereby agrees in his or her individual capacity as a shareholder to vote his or her Parent Shares that are registered in his or her personal name and not in a fiduciary capacity (and agrees to use his or her reasonable efforts to cause all Parent Shares owned jointly by him or her with any other person or by his or her spouse or over which he or she has voting influence or control to be voted, other than shares held in a fiduciary capacity) in favor of the Arrangement Agreement, by and among Luxfer, Purchaser and Neo Performance Materials Inc., dated as of December 18, 2018 (the “Agreement”). In addition, the Shareholder hereby agrees not to make any transfers of shares of Luxfer with the purpose of avoiding his or her agreements set forth in the preceding sentence and agrees to c
BA Holdings, Inc., U.S. Biggleswick Limited, England and Wales GTM Technologies LLC, U.S. Lumina Trustee Limited, England and Wales Luxfer Australia PTY Limited, Australia Luxfer Canada Limited, Canada Luxfer Gas Cylinders (Shanghai) Co., Limited,...Luxfer Holdings PLC • February 27th, 2024 • Industrial inorganic chemicals
LUXFER HOLDINGS PLC NON-EXECUTIVE DIRECTOR IPO STOCK OPTION GRANT AGREEMENTLuxfer Holdings PLC • December 2nd, 2011 • Industrial inorganic chemicals
GRANTED TO: <NAME> Social Security #: <SSN> GRANT DATE: <GRANT DATE> NUMBER OF ADSs: <ADSs GRANTED> EXERCISE PRICE PER ADS: <EXERCISE PRICE>
BA Holdings, Inc., U.S. Biggleswick Limited, England and Wales GTM Technologies LLC, U.S. Lumina Trustee Limited, England and Wales Luxfer Australia PTY Limited, Australia Luxfer Canada Limited, Canada Luxfer Gas Cylinders (Shanghai) Co., Limited,...Luxfer Holdings PLC • March 10th, 2020 • Industrial inorganic chemicals
Luxfer Holdings PLC Lumns Lane Manchester M27 8LN United Kingdom Mailing Address: 8989 North Port Washington Road Suite 211 Milwaukee, WI 53217 United States Telephone: +1 (414) 269-2419 Email: investor.relations@luxfer.com www.luxfer.com Registration...Letter Agreement • May 11th, 2022 • Luxfer Holdings PLC • Industrial inorganic chemicals
BA HOLDINGS, INC. Anchorage GatewayNote Purchase Agreement • March 19th, 2015 • Luxfer Holdings PLC • Industrial inorganic chemicals
Reference is made to the Note Purchase Agreement, dated as of May 13, 2011, by and among BA Holdings, Inc., a Delaware corporation (the “Issuer”), Luxfer Holdings PLC, a public limited company organized under the laws of England and Wales (the “Parent Guarantor”), each of the parties listed in Schedule C thereof (the “Subsidiary Guarantors” and, together with the Issuer and the Parent Guarantor, collectively, the “Obligors”), and each of the Persons holding one or more Notes (as defined below) (the “Noteholders”), as amended by that certain First Amendment to Note Purchase Agreement dated as of November 30, 2012, and by that certain Second Amendment to Note Purchase Agreement dated as of March 25, 2014 (the “Note Purchase Agreement”), pursuant to which the Issuer issued and sold its Senior Notes due June 15, 2018 in the aggregate principal amount of US$65,000,000 (the “Notes”). Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Note Purchase
Attention: Geoffrey R. Bedford, President and Chief Executive Officer Re: Arrangement Agreement dated as of December 18, 2018 among Luxfer Holdings PLC, 2671219 Ontario Inc., and Neo Performance Materials Inc.Luxfer Holdings PLC • March 11th, 2019 • Industrial inorganic chemicals
We refer to the arrangement agreement dated as of December 18, 2018 (the “Agreement”) among Luxfer Holdings PLC (“Luxfer”), 2671219 Ontario Inc. (subsequently Luxfer Neo Inc.), and Neo Performance Materials Inc. (“Neo”). All capitalized terms contained herein and not otherwise defined shall have the meaning ascribed thereto in the Agreement.
FIRST AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • March 14th, 2017 • Luxfer Holdings PLC • Industrial inorganic chemicals
THIS FIRST AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this “Amendment”), is made as of March 13, 2017, by and among Luxfer Holdings PLC, a public limited company organized under the laws of England and Wales (the “Issuer”), each of the parties listed in Schedule C of the Amended Agreement (as defined below) (each, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with the Issuer, collectively, the “Obligors”), PGIM, Inc. (“Prudential”) and each of the Persons holding one or more Notes (as defined below) on the date hereof (collectively, the “Noteholders” and each, individually, a “Noteholder”), with respect to that certain Amended and Restated Note Purchase and Private Shelf Agreement dated June 29, 2016 (as in effect immediately prior to giving effect to the transactions contemplated hereby, the “A&R Note Purchase Agreement” and after giving effect to this Amendment and as may be further, amended, restated, suppleme
LUXFER INC. SERVICE AGREEMENT THIS AGREEMENT BETWEEN (1) {2) LUXFER, INC. (A Delaware Corporation) whose principal place of business is at 3016 Kansas Avenue Riverside CA 92507 [or B.A. Holdings, Inc. 'the Company"), and ANDREW BUTCHER of [ -- ]...Service Agreement • May 11th, 2022 • Luxfer Holdings PLC • Industrial inorganic chemicals • Kansas
FOURTH AMENDMENT AND RESTATEMENT AGREEMENT RELATING TO A SENIOR FACILITIES AGREEMENT ORIGINALLY DATED 13 MAY 2011 AS AMENDED ON 14 JUNE 2011, AS AMENDED AND RESTATED ON 30 NOVEMBER 2012, AS AMENDED ON 7 NOVEMBER 2013 AND AS FURTHER AMENDED AND...Senior Facilities Agreement • March 19th, 2018 • Luxfer Holdings PLC • Industrial inorganic chemicals
BA Holdings, Inc., U.S. Biggleswick Limited, England and Wales GTM Technologies LLC, U.S. Lumina Trustee Limited, England and Wales Luxfer Australia PTY Limited, Australia Luxfer Canada Limited, Canada Luxfer Gas Cylinders (Shanghai) Co., Limited,...Luxfer Holdings PLC • March 2nd, 2021 • Industrial inorganic chemicals
LUXFER HOLDINGS PLC Lumns Lane Manchester, M27 8LN United Kingdom CERTAIN INFORMATION, SUCH AS PERSONALLY IDENTIFIABLE INFORMATION, HAS BEEN REDACTED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS IMMATERIAL AND CONFIDENTIAL. EMPLOYMENT CONTRACT...Luxfer Holdings PLC • March 1st, 2023 • Industrial inorganic chemicals
EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Executive Severance and Change in Control Agreement (this “Agreement”) is made and entered into as of [•] (the “Effective Date”) by and between Luxfer Holdings PLC, a public limited company...Severance and Change in Control Agreement • October 25th, 2023 • Luxfer Holdings PLC • Industrial inorganic chemicals
LUXFER HOLDINGS PLC EXECUTIVE OFFICER IPO STOCK OPTION GRANT AGREEMENTOption Grant Agreement • December 2nd, 2011 • Luxfer Holdings PLC • Industrial inorganic chemicals
GRANTED TO: <NAME> Social Security #: <SSN> GRANT DATE: <GRANT DATE> NUMBER OF ADSs: <ADSs GRANTED> EXERCISE PRICE PER ADS: <EXERCISE PRICE>
THIS AGREEMENT BETWEENAgreement • March 12th, 2019 • Luxfer Holdings PLC • Industrial inorganic chemicals • England and Wales
This Agreement contains the entire and only agreement and will govern the relationship between the Company and you from the Commencement Date in substitution for all previous agreements and arrangements (whether written, oral or implied) between the Company or any Group Company and you relating to your services all of which you agree by executing this Agreement will be deemed to have terminated by mutual consent with effect from the Commencement Date.
BA HOLDINGS, INC. US$65,000,000 SERIES A NOTES DUE JUNE 15, 2018 SERIES B NOTES DUE JUNE 29, 2023 SERIES C NOTES DUE JUNE 29, 2026Guarantee Agreement • March 14th, 2017 • Luxfer Holdings PLC • Industrial inorganic chemicals • New York
Each of BA Holdings, Inc., a Delaware corporation (the “Issuer” or any successor that becomes such in the manner prescribed in Section 9.7), Luxfer Holdings PLC (Registered No. 3690830), a public limited company organized under the laws of England and Wales (the “Parent Guarantor”), and each of the parties listed in Schedule C (each an “Original Subsidiary Guarantor” and collectively the “Original Subsidiary Guarantors”), agrees with each of the purchasers whose names appear at the end hereof (each a “Purchaser” and collectively the “Purchasers”) as follows:
AMENDMENT TO DEPOSIT AGREEMENTDeposit Agreement • November 9th, 2017 • Luxfer Holdings PLC • Industrial inorganic chemicals • New York
AMENDMENT TO DEPOSIT AGREEMENT dated as of November 9, 2017 (this “Amendment”) to the Deposit Agreement dated as of October 3, 2012 (the “Deposit Agreement”) among Luxfer Holdings plc (the “Company”), The Bank of New York Mellon, as depositary (the “Depositary”), and all Owners and Holders from to time of American Depositary Shares issued thereunder.
VOTING AGREEMENTVoting Agreement • December 19th, 2018 • Luxfer Holdings PLC • Industrial inorganic chemicals
This VOTING AGREEMENT (this “Voting Agreement”), is made and entered into as of December 18, 2018, by the undersigned director or officer (the “Shareholder”) of Neo Performance Materials Inc. (“Neo”). The Shareholder hereby agrees in his or her individual capacity as a shareholder to vote his or her Shares that are registered in his or her personal name and not in a fiduciary capacity (and agrees to use his or her reasonable efforts to cause all additional Shares owned jointly by him or her with any other person or by his or her spouse or over which he or she has voting influence or control to be voted, other than shares held in a fiduciary capacity) in favor of the Arrangement Agreement, by and among Neo, Purchaser and Luxfer Holdings PLC, dated as of December 18, 2018 (the “Agreement”). In addition, the Shareholder hereby agrees not to make any transfers of shares of Neo with the purpose of avoiding his or her agreements set forth in the preceding sentence and agrees to cause any tra
LEASE AMENDMENT NO, 1 .H. This Lease Amendment No. 1 ("Amendment") is entered into as of the /<J day of ^UGrVS-T , 2005, between CHEROKEE PROPERTIES, me., a MissourTcorporation ("Landlord") and MAGNESIUM ELEKTRON NORTH AMERICA, JNC., a Delaware...Luxfer Holdings PLC • March 12th, 2019 • Industrial inorganic chemicals
