Contingent Value Rights Sample Contracts

A. Schulman, Inc. – Contingent Value Rights (February 15th, 2018)

AGREEMENT (this Agreement), dated as of [*], 201[*], by and among A. Schulman, Inc., a Delaware corporation (the Company), [*], [*] and [*] as the initial Committee Members, and [Paying Agent], as Paying Agent, and solely with respect to Section 8.14, LyondellBasell Industries N.V., a naamloze vennootschap (a public limited liability company) formed under the laws of The Netherlands (Parent).

A. Schulman, Inc. – Contingent Value Rights (February 15th, 2018)

AGREEMENT (this Agreement), dated as of [*], 201[*], by and among A. Schulman, Inc., a Delaware corporation (the Company), [*], [*] and [*] as the initial Committee Members, and [Paying Agent], as Paying Agent, and solely with respect to Section 8.14, LyondellBasell Industries N.V., a naamloze vennootschap (a public limited liability company) formed under the laws of The Netherlands (Parent).

Lyondellbasell Industries Nv – Contingent Value Rights (February 15th, 2018)

AGREEMENT (this Agreement), dated as of [*], 201[*], by and among A. Schulman, Inc., a Delaware corporation (the Company), [*], [*] and [*] as the initial Committee Members, and [Paying Agent], as Paying Agent, and solely with respect to Section 8.14, LyondellBasell Industries N.V., a naamloze vennootschap (a public limited liability company) formed under the laws of The Netherlands (Parent).

A. Schulman, Inc. – Contingent Value Rights (February 15th, 2018)

AGREEMENT (this Agreement), dated as of [*], 201[*], by and among A. Schulman, Inc., a Delaware corporation (the Company), [*], [*] and [*] as the initial Committee Members, and [Paying Agent], as Paying Agent, and solely with respect to Section 8.14, LyondellBasell Industries N.V., a naamloze vennootschap (a public limited liability company) formed under the laws of The Netherlands (Parent).

NOTICE OF FAILURE PURCHASE TO THE HOLDERS OF THE Contingent Value Rights of Cubist Pharmaceuticals, Inc. (CUSIP No. 229678123)* Failure Purchase Date: February 2, 2015 (January 2nd, 2015)

NOTICE IS HEREBY GIVEN that, pursuant to the terms of the Contingent Value Rights Agreement by and between Cubist Pharmaceuticals, Inc. (the Issuer) and American Stock Transfer & Trust Company, LLC (the Trustee), dated as of October 24, 2013 (the CVR Agreement), a Failure Purchase Eligibility Date, as defined in the CVR Agreement, has occurred, and the Issuer has elected to purchase (the Failure Purchase), and will purchase on February 2, 2015 (the Failure Purchase Date), all of the 50,785,558 issued and outstanding contingent value rights (CVRs) issued pursuant to the CVR Agreement. The purchase price (the Failure Purchase Price) equals $0.059225 per CVR, which amount is equal to 115% of the volume weighted average price paid per CVR for all CVRs traded over the forty-five (45) trading days prior to the fifth (5th) trading day prior to the date hereof. The Failure Purchase is being effected pursuant to Section 10.5 of the CVR Agreement. Upon mailing of this Notice of Failure Purcha

Amendment of "Tr Beta" Contingent Value Rights Agreement (May 22nd, 2014)

This Amendment (this "Amendment") is dated May 20, 2014 and amends that certain "TR Beta" Contingent Value Rights Agreement dated as of January 27, 2010 (the "Agreement") by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation, Metabasis Therapeutics, Inc., a Delaware corporation ("Target"), David F. Hale, as Stockholders' Representative (the "Stockholders' Representative"), and Computershare Inc., a Delaware corporation (successor to Mellon Investor Services LLC, a New Jersey limited liability company), as Rights Agent (the "Rights Agent") and as initial TR Beta CVR Registrar. Pursuant to Section 5.2(a) of the Agreement, this Amendment is effective upon the signatures only of Ligand Pharmaceuticals Incorporated, a Delaware corporation (authorized by a Board Resolution) and the Rights Agent, accompanied by the consent of the Stockholders' Representative. Pursuant to Section 5.4 of the Agreement, every Holder shall be bound by this Amendment.

Amendment of "General" Contingent Value Rights Agreement (May 22nd, 2014)

This Amendment (this "Amendment") is dated May 20, 2014 and amends that certain "General" Contingent Value Rights Agreement dated as of January 27, 2010 (as previously amended on January 26, 2011, the "Agreement") by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation, Metabasis Therapeutics, Inc., a Delaware corporation ("Target"), David F. Hale, as Stockholders' Representative (the "Stockholders' Representative"), and Computershare Inc., a Delaware corporation (successor to Mellon Investor Services LLC, a New Jersey limited liability company), as Rights Agent (the "Rights Agent") and as initial General CVR Registrar. Pursuant to Section 5.2(a) of the Agreement, this Amendment is effective upon the signatures only of Ligand Pharmaceuticals Incorporated, a Delaware corporation (authorized by a Board Resolution) and the Rights Agent, accompanied by the consent of the Stockholders' Representative. Pursuant to Section 5.4 of the Agreement, every Holder shall be bound b

Artisan Partners Asset Manageme – Public Company Contingent Value Rights Agreement (February 25th, 2013)

This PUBLIC COMPANY CONTINGENT VALUE RIGHTS AGREEMENT (this Agreement), dated as of , 2013, and effective upon the effectiveness of the Partnership Agreement (as defined herein), is by and among Artisan Partners Asset Management Inc., a Delaware corporation (the Company), and the Holders (as defined below) from time to time.

Artisan Partners Asset Manageme – Partnership Contingent Value Rights Agreement (February 25th, 2013)

This PARTNERSHIP CONTINGENT VALUE RIGHTS AGREEMENT (this Agreement), dated as of , 2013, and effective upon the effectiveness of the Partnership Agreement (as defined herein), is by and among Artisan Partners Holdings LP, a Delaware limited partnership (Holdings), Artisan Partners Asset Management, Inc., a Delaware corporation (APAM), and the Holders (as defined below) from time to time.

Artisan Partners Asset Manageme – Public Company Contingent Value Rights Agreement (January 18th, 2013)

This PUBLIC COMPANY CONTINGENT VALUE RIGHTS AGREEMENT (this Agreement), dated as of , 2013, and effective upon the effectiveness of the Partnership Agreement (as defined herein), is by and among Artisan Partners Asset Management Inc., a Delaware corporation (the Company), and the Holders (as defined below) from time to time.

Artisan Partners Asset Manageme – Partnership Contingent Value Rights Agreement (January 18th, 2013)

This PARTNERSHIP CONTINGENT VALUE RIGHTS AGREEMENT (this Agreement), dated as of , 2013, and effective upon the effectiveness of the Partnership Agreement (as defined herein), is by and among Artisan Partners Holdings LP, a Delaware limited partnership (Holdings), Artisan Partners Asset Management, Inc., a Delaware corporation (APAM), and the Holders (as defined below) from time to time.

Amendment of General Contingent Value Rights Agreement (January 31st, 2011)

This Amendment (this Amendment) is dated January 26, 2011 and amends that certain General Contingent Value Rights Agreement dated as of January 27, 2010 (the Agreement) by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (Buyer), Metabasis Therapeutics, Inc., a Delaware corporation (Target), David F. Hale, as Stockholders Representative (the Stockholders Representative), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the Rights Agent) and as initial General CVR Registrar. Pursuant to Section 5.2(a) of the Agreement, this Amendment is effective upon the signatures only of Buyer (authorized by a Board Resolution) and the Rights Agent, accompanied by the consent of the Stockholders Representative. Pursuant to Section 5.4 of the Agreement, every Holder shall be bound by this Amendment.

Ligand Contacts: Ligand Pharmaceuticals Incorporated Lippert/Heilshorn & Associates John L. Higgins, President and CEO Don Markley Erika Luib, Investor Relations dmarkley@lhai.com (858) 550-7896 (310) 691-7100 (August 24th, 2009)
Clinical Data, Inc. – Clinical Data, Inc. Contingent Value Rights to Receive Shares of Common Stock (June 15th, 2009)

This CVR Certificate is subject to all of the terms, provisions and conditions of the Contingent Value Rights Agreement, dated as of May 28, 2009 (the CVR Agreement), between Parent and the Rights Agent, to all of which terms, provisions and conditions the registered holder of the CVR consents by acceptance hereof. The CVR Agreement and certain definitions included in the Agreement and Plan of Merger, dated as of October 27, 2008, as amended (the Merger Agreement), by and among Parent, API Acquisition Sub II, LLC and Avalon Pharmaceuticals, Inc. are incorporated herein by reference and made part hereof and reference is made to the CVR Agreement and the Merger Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, Parent and the holders of the CVR Certificates. Copies of the CVR Agreement and the Merger Agreement are available for inspection at the principal office of the Rights Agent or may be obtained upon written

Primus Telecommunications IHC, Inc. – Contract (May 29th, 2009)

THIS AGREEMENT FORMS PART OF THE JOINT PLAN OF REORGANIZATION OF PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED (THE COMPANY) AND ITS AFFILIATE DEBTORS, WHICH WAS CONFIRMED BY AN ORDER, ENTERED ON [ ], 2009, OF THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, AND BECAME EFFECTIVE ON [], 2009, AND CONSTITUTES A LEGALLY BINDING AGREEMENT AMONG THE COMPANY, ON THE ONE HAND, AND THE HOLDERS OF OLD COMMON STOCK RECEIVING RIGHTS HEREUNDER, ON THE OTHER HAND, IN ACCORDANCE WITH SECTION 1141(A) OF THE BANKRUPTCY CODE.

Grail Investment Corp. – Contingent Value Rights (July 25th, 2008)

Each contingent value right (CVR) entitles the holder to receive an amount (the CVR Consideration) equal to the product of (a) the lesser of: (1) the amount, if any, by which $11.00 exceeds the arithmetic average of the daily volume weighted average price of the common stock, par value $.0001 per share (Common Stock), of Grail Investment Corp., a Delaware Corporation (the Company), for the 20 trading days following the date that is one year after the consummation of the Companys initial business combination (the Stock Price at Expiration); and (2) $1.25, and (b) the number of shares of Common Stock sold in the Companys initial public offering (including any shares issued pursuant to the over-allotment option) multiplied by 0.60, divided by the number of shares of Common Stock held by public stockholders remaining after shareholders exercise their conversion rights in connection with the stockholder vote on an extension or consummation of an initial business combination (the Proration F