VENATOR MATERIALS PLC (a public limited company incorporated under the laws of England and Wales) 22,700,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2017 • Venator Materials PLC • Industrial organic chemicals • New York
The undersigned, a shareholder, officer and/or director of Venator Materials PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), understands that Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, Huntsman International LLC (“HI”), a Delaware limited liability company, and Huntsman (Holdings) Netherlands B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (together with HI, the “Selling Shareholders”), providing for the offer and sale by the Selling Shareholders (the “Offering”) of the Company’s ordinary shares, par value $0.32 per share (“Ordinary Shares”). For good and valuable consideration, the receipt and sufficiency of which are her
