EXCHANGE AGREEMENTExchange Agreement • December 11th, 2013 • Platform Specialty Products Corp • Miscellaneous chemical products • Delaware
This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2013, by and among Platform Acquisition Holdings Limited, a company limited by shares incorporated with limited liability under the laws of the British Virgin Islands (“PAHL”), Daniel H. Leever, Sharon L. Johnson and Frank J. Monteiro (collectively, the “Fiduciaries”), not in their individual capacities but solely in their capacities as members of the Investment Committee, as defined in the MacDermid, Incorporated Profit Sharing and Employee Savings Plan (the “Plan”), such Investment Committee being a fiduciary (within the meaning of ERISA Section 3(21)(A)(i)) with respect to the portion of Plan assets held in trust (the “Trust”) by The Charles Schwab Trust Company Custodian for MacDermid Inc. PS and ESOP Plan (the “Trustee”) consisting of Company Shares (as defined below) held in accordance with the terms of the Plan and Trust.
BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER BY AND AMONG PLATFORM ACQUISITION HOLDINGS LIMITED, PLATFORM DELAWARE HOLDINGS, INC., PLATFORM MERGER SUB, LLC, MACDERMID HOLDINGS, LLC, MACDERMID, INCORPORATED, TARTAN HOLDINGS, LLC and CSC...Business Combination Agreement and Plan of Merger • December 11th, 2013 • Platform Specialty Products Corp • Miscellaneous chemical products • Delaware
This BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of October 10, 2013, by and among Platform Acquisition Holdings Limited, a company limited by shares incorporated with limited liability under the laws of the British Virgin Islands (“PAHL”), Platform Delaware Holdings, Inc., a Delaware corporation and direct wholly owned subsidiary of PAHL, (“Platform Holdco”), Platform Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Platform Holdco (“Merger Sub”), MacDermid Holdings, LLC, a Delaware limited liability company (“MD Holdings”), Tartan Holdings, LLC, a Delaware limited liability company (“Newco”), MacDermid, Incorporated, a Connecticut corporation (the “Company”), and CSC Shareholder Services LLC, a Delaware limited liability company, as seller representative for the direct and indirect beneficial owners of the Company (“Seller Representative”). All capitalized terms shall have the respective meanings ascribed thereto
