42,424,242 Shares Platform Specialty Products Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2016 • Platform Specialty Products Corp • Miscellaneous chemical products • New York
Platform Specialty Products Corporation, a Delaware corporation (the “Company”), proposes to sell 42,424,242 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to 6,363,636 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
ELEMENT SOLUTIONS INC AND EACH OF THE GUARANTORS PARTY HERETO 3.875% SENIOR NOTES DUE 2028 INDENTURE Dated as of August 18, 2020 Computershare Trust Company, N.A., as TrusteeIndenture • August 18th, 2020 • Element Solutions Inc • Miscellaneous chemical products • New York
(d) Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
ELEMENT SOLUTIONS INC $800,000,000 3.875% Senior Notes Due 2028 PURCHASE AGREEMENTPurchase Agreement • August 6th, 2020 • Element Solutions Inc • Miscellaneous chemical products • New York
Element Solutions Inc, a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to Credit Suisse Securities (USA) LLC (“Credit Suisse”) and the other several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom Credit Suisse is acting as representative (in such capacity, the “Representative”), $800 million in aggregate principal amount of its 3.875% Senior Notes due 2028 (the “Notes”). The Notes will have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) and Offering Circular (as defined below), and are to be issued pursuant to an Indenture (the “Indenture”) dated as of the Closing Date (as defined below) to be entered into among the Company, the Guarantors (as defined below) and Computershare Trust Company, N.A., as trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and punctual payment of
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • September 1st, 2021 • Element Solutions Inc • Miscellaneous chemical products • New York
This Credit Agreement is entered into as of January 31, 2019 by and among Element Solutions Inc (f/k/a Platform Specialty Products Corporation), a Delaware corporation (“ESI”), MacDermid, Incorporated, a Connecticut corporation (“MacDermid”), the Guarantors from time to time party hereto, the lenders from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), the L/C Issuers from time to time party hereto and Barclays Bank PLC, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and collateral agent (in such capacity and together with its successors, the “Collateral Agent”) and Credit Suisse Loan Funding LLC, as syndication agent (in such capacity, the “Syndication Agent”).
AMENDED AND RESTATED CREDIT AGREEMENT amended and restated as of October 31, 2013 among MACDERMID HOLDINGS, LLC, MACDERMID, INCORPORATED and PLATFORM ACQUISITION HOLDINGS LIMITED as the Borrowers, CERTAIN SUBSIDIARIES OF MACDERMID HOLDINGS, LLC, and...Credit Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products • New York
This Amended and Restated Credit Agreement is amended and restated as of October 31, 2013 among MACDERMID HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MACDERMID, INCORPORATED, a Connecticut corporation (“MacDermid”), as a Revolving Credit Borrower and a Term Loan Borrower (each as defined below), PLATFORM ACQUISITION HOLDINGS LIMITED (“PAH”), as a Revolving Credit Borrower, certain Subsidiaries of Holdings and PAH from time to time party hereto (each a “Subsidiary Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BARCLAYS BANK PLC, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”), as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) and L/C Issuer and Credit Suisse AG, as L/C Issuer solely with respect to Existing Letters of Credit, with CREDIT SUISSE SECURITIES (USA) LLC, as syndication agent (in such c
PLEDGE AND SECURITY AGREEMENT made by PLATFORM SPECIALTY PRODUCTS CORPORATION, MACDERMID, INCORPORATED, and certain Subsidiaries of PLATFORM SPECIALTY PRODUCTS CORPORATION in favor of BARCLAYS BANK PLC, as Collateral Agent dated as of January 31, 2019Pledge and Security Agreement • February 5th, 2019 • Element Solutions Inc • Miscellaneous chemical products • New York
PLEDGE AND SECURITY AGREEMENT, dated as of January 31, 2019, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein (other than the Collateral Agent (as defined below)), the “Grantors”) in favor of BARCLAYS BANK PLC, as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of January 31, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PLATFORM SPECIALTY PRODUCTS CORPORATION, a Delaware corporation (“PSP”), MACDERMID, INCORPORATED, a Connecticut corporation “MacDermid” and, together with PSP, the “Borrowers”), the Lenders party thereto and BARCLAYS BANK PLC, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as Collateral Agent
PSPC ESCROW II CORP. to be merged with and into PLATFORM SPECIALTY PRODUCTS CORPORATION $500,000,000 10.375% Senior Notes Due 2021 PURCHASE AGREEMENTPurchase Agreement • November 12th, 2015 • Platform Specialty Products Corp • Miscellaneous chemical products • New York
PSPC Escrow II Corp., a Delaware corporation (the “Escrow Issuer”) and a wholly-owned unrestricted subsidiary of Platform Specialty Products Corporation, a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Barclays Capital Inc. (“Barclays”) and the other several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom Credit Suisse and Barclays are acting as representatives (in such capacity, the “Representatives”), $500 million in aggregate principal amount of its 10.375% Senior Notes due 2021 (the “Notes”). The Notes will have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) and Offering Circular (as defined below), and are to be issued pursuant to an Indenture (the “Initial Indenture”) dated as of the Closing Date (as defined below) to be entered into between th
PLATFORM SPECIALTY PRODUCTS CORPORATIONIndenture • July 12th, 2016 • Platform Specialty Products Corp • Miscellaneous chemical products • New York
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.
FORM OF CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 23rd, 2022 • Element Solutions Inc • Miscellaneous chemical products • Delaware
This Change in Control Agreement (the “Agreement”), dated as of this _____ day of ___________ (the “Effective Date”), is by and between _____________________ (the “Executive”), and Element Solutions Inc, a Delaware corporation, and any successor to its business and/or assets (the “Company”).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • February 23rd, 2022 • Element Solutions Inc • Miscellaneous chemical products • New York
This Credit Agreement is entered into as of January 31, 2019 by and among Element Solutions Inc (f/k/a Platform Specialty Products Corporation), a Delaware corporation (“ESI”), MacDermid, Incorporated, a Connecticut corporation (“MacDermid”), the Guarantors from time to time party hereto, the lenders from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), the L/C Issuers from time to time party hereto and Barclays Bank PLC, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and collateral agent (in such capacity and together with its successors, the “Collateral Agent”) and Credit Suisse Loan Funding LLC, as syndication agent (in such capacity, the “Syndication Agent”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT amended and restated as of August 6, 2014 among MACDERMID HOLDINGS, LLC, MACDERMID, INCORPORATED and PLATFORM SPECIALTY PRODUCTS CORPORATION (F/K/A PLATFORM ACQUISITION HOLDINGS LIMITED) as the Borrowers,...Credit Agreement • August 8th, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products • New York
This Second Amended and Restated Credit Agreement is amended and restated as of August 6, 2014 among MACDERMID HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MACDERMID, INCORPORATED, a Connecticut corporation (“MacDermid”), as a Revolving Credit Borrower and a Term Loan Borrower (each as defined below), PLATFORM SPECIALTY PRODUCTS CORPORATION (F/K/A PLATFORM ACQUISITION HOLDINGS LIMITED) (“PSP”), as a Revolving Credit Borrower and a Term Loan Borrower, certain Subsidiaries of Holdings and PSP from time to time party hereto (each a “Subsidiary Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BARCLAYS BANK PLC, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”), as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) and L/C Issuer, with CREDIT SUISSE SECURITIES (USA) LLC, as syndication agent (in such capacity,
AMENDMENT NO. 9 AND JOINDER TO CREDIT AGREEMENTCredit Agreement • October 18th, 2024 • Element Solutions Inc • Miscellaneous chemical products • New York
This Credit Agreement is entered into as of January 31, 2019 by and among Element Solutions Inc (f/k/a Platform Specialty Products Corporation), a Delaware corporation (“ESI”), MacDermid, Incorporated, a Connecticut corporation (“MacDermid”), the Guarantors from time to time party hereto, the lenders from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), the L/C Issuers from time to time party hereto and Citibank, N.A., as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and collateral agent (in such capacity and together with its successors, the “Collateral Agent”) and Credit Suisse Loan Funding LLC, as syndication agent (in such capacity, the “Syndication Agent”).
PLATFORM ACQUISITION HOLDINGS LIMITED and THE DIRECTORS OF PLATFORM ACQUISITION HOLDINGS LIMITED and BERGGRUEN ACQUISITION HOLDINGS IV LTD. and MARIPOSA ACQUISITION, LLC and BARCLAYS BANK PLC and CITIGROUP GLOBAL MARKETS LIMITED PLACING AGREEMENT...Placing Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products
are to be made available only to QIBs (as defined below), Mariposa Acquisition, LLC and Pershing Square II, LP pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither the Shares nor the Warrants shall be registered under the Securities Act.
ELEMENT SOLUTIONS INC INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • February 28th, 2019 • Element Solutions Inc • Miscellaneous chemical products • Delaware
PLATFORM SPECIALTY PRODUCTS CORPORATION AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT FOR WAYNE HEWETTRestricted Stock Unit Agreement • April 6th, 2015 • Platform Specialty Products Corp • Miscellaneous chemical products
PLATFORM SPECIALTY PRODUCTS CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT FORNon-Qualified Stock Option Agreement • March 25th, 2016 • Platform Specialty Products Corp • Miscellaneous chemical products • Delaware
Dated 3 November 2014 (1) [●] (2) MacDermid Transactional Service Company (3) Chemtura Corporation (4) Platform Speciality Products Corporation Supply Agreement relating to [●]Supply Agreement • November 6th, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products • New York
Letterhead of MacDermid]Severance Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 4th, 2019 • Element Solutions Inc • Miscellaneous chemical products • Delaware
This Securities Purchase Agreement (this “Agreement”) is entered into as of February 3, 2019, by and among Element Solutions Inc (f/k/a Platform Specialty Products Corporation), a Delaware corporation (the “Company”), and Pershing Square Capital Management, L.P., a Delaware limited partnership (“PSCM”).
TO: THE UNDERSIGNED FUNDS MANAGED BY PERSHING SQUARE CAPITAL MANAGEMENT, L.P. Re: Affiliate Securityholders’ AgreementAffiliate Securityholders’ Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products • Delaware
Each Holder of Ordinary Shares of no par value of PAHL (the “Shares”) and Platform Acquisition Holdings Limited, a company limited by shares incorporated with limited liability under the laws of the British Virgin Islands (“PAHL”) have agreed to the following terms, conditions and provisions of this Holder Securityholders’ Agreement (this “Agreement”). “Holder” shall refer to each undersigned holder of Shares and any transferee of such Holder that is an affiliate of the Holder at the time of the transfer, or is an affiliate of, or fund managed by, Pershing Square Capital Management, L.P.; provided that such transferee executes a customary joinder to this Securityholders’ Agreement. “Holders” shall refer collectively to the Holders.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products • Delaware
This DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (the “Agreement”), is made and entered into this [ ] day of [ ], 201[ ], by and among Platform Specialty Products Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
December 20, 2023 Mike Goralski [Address] [Address] Dear Mike,Separation Agreement • February 21st, 2024 • Element Solutions Inc • Miscellaneous chemical products • Connecticut
This letter agreement and release (the “Agreement”) confirms the agreement entered into between you and your Employer regarding the termination of your employment effective December 31, 2023 (“Termination Date”) and explains the package of separation pay and benefits that has been specially developed for you in consideration of a fully bargained for release and settlement of any and all claims that you have presently, may have or have had in the past arising from your employment with and termination of your employment from the Employer up to and including the date you execute this Agreement. Additionally, pursuant to this Agreement, you are releasing all claims against the Company. For purposes of this Agreement, the term “Employer” shall mean Element Solutions Inc. The term “Company” shall mean the Employer and any of its direct or indirect parent or subsidiary corporations or companies, and any of its or their affiliates, divisions, and business units. “Effective Date” is defined in
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.
Letterhead of MacDermid]Severance Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products
AMENDMENT AGREEMENTShare Purchase Agreement • December 8th, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products • Delaware
AMENDMENT No. 2 (this “Amendment No. 2”), dated as of December 2, 2014, to the Share Purchase Agreement (the “Agreement”), dated as of October 20, 2014, between Nalozo S.à.r.l., a Luxembourg limited liability company (“Nalozo” or the “Seller”), and Platform Specialty Products Corporation, a Delaware corporation (the “Purchaser”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
AMENDMENT NO. 4Amendment No. 4 • December 4th, 2015 • Platform Specialty Products Corp • Miscellaneous chemical products • New York
This AMENDMENT NO. 4, dated as of December 3, 2015 (together with all exhibits and schedules hereto, this “Amendment No. 4”), is entered into by MacDermid, Incorporated, a Connecticut corporation (“MacDermid”), Platform Specialty Products Corporation, a Delaware corporation (“PSP” and, together with MacDermid, the “US Borrowers”), MacDermid Agricultural Solutions Holdings B.V., a company organized under the laws of the Netherlands having its official seat in Amsterdam and registered with the Dutch trade register under number 61196029 (“BV Borrower”), Netherlands Agricultural Investment Partners LLC, a Delaware limited liability company (“NAIP” and, together with BV Borrower, the “Euro Tranche C-1 Borrowers”), MacDermid European Holdings B.V., a company organized under the laws of the Netherlands having its official seat in Etten-Leur and registered with the Dutch trade register under number 20086929 (“MEH BV”), MacDermid Funding LLC, a Delaware limited liability company (“MacDermid Fun
STOCK AND ASSET PURCHASE AGREEMENT between CHEMTURA CORPORATION and PLATFORM SPECIALTY PRODUCTS CORPORATION dated as of April 16, 2014Stock and Asset Purchase Agreement • April 17th, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products • New York
This STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”) is made this 16th day of April, 2014 by and between (i) Chemtura Corporation, a Delaware corporation (“Chemtura”; Chemtura and each of the entities listed on Schedule A, a “Seller” and collectively, “Sellers”), and (ii) Platform Specialty Products Corporation, a Delaware corporation (“Purchaser”) (on its own behalf and as agent on behalf of certain foreign and domestic subsidiaries to be formed prior to the Closing (as defined herein)).
AMENDMENT NO. 7Amendment No. 7 • April 18th, 2017 • Platform Specialty Products Corp • Miscellaneous chemical products • New York
This AMENDMENT NO. 7, dated as of April 18, 2017 (together with all exhibits and schedules hereto, this “Amendment No. 7”), is entered into by MacDermid, Incorporated, a Connecticut corporation (“MacDermid”), Platform Specialty Products Corporation, a Delaware corporation (“PSP” and, together with MacDermid, the “US Borrowers”), MacDermid Agricultural Solutions Holdings B.V., a company organized under the laws of the Netherlands having its official seat in Amsterdam and registered with the Dutch trade register under number 61196029 (“BV Borrower”), Netherlands Agricultural Investment Partners LLC, a Delaware limited liability company (“NAIP” and, together with BV Borrower, the “Euro Tranche C-5 Borrowers”), MacDermid European Holdings B.V., a company organized under the laws of the Netherlands having its official seat in Etten-Leur and registered with the Dutch trade register under number 20086929 (“MEH BV”), MacDermid Funding LLC, a Delaware limited liability company (“MacDermid Fundi
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products • Delaware
This ADVISORY SERVICES AGREEMENT (this “Agreement”), dated as of October 31, 2013 (the “Effective Date”), is entered into by and between Platform Specialty Products Corporation (f/k/a Platform Acquisition Holdings Limited) (the “Company”), and Mariposa Capital, LLC, a Delaware limited liability company (“Advisor”).
AMENDMENT AGREEMENTShare Purchase Agreement • October 30th, 2015 • Platform Specialty Products Corp • Miscellaneous chemical products • Delaware
AMENDMENT No. 4 (this “Amendment No. 4”), dated as of October 27, 2015, to the Share Purchase Agreement, dated as of October 20, 2014 and amended as of November 10, 2014, December 2, 2014 and February 11, 2015 (as amended, the “Agreement”), between Nalozo S.à.r.l., a Luxembourg limited liability company in liquidation (“Nalozo” or the “Seller”), Nalozo L.P., an Exempted Limited Partnership registered in the Cayman Islands (“Nalozo LP”), and Platform Specialty Products Corporation, a Delaware corporation (the “Purchaser”).
AMENDMENT NO. 8Amendment No. 8 • October 3rd, 2017 • Platform Specialty Products Corp • Miscellaneous chemical products • New York
This AMENDMENT NO. 8, dated as of October 3, 2017 (together with all exhibits and schedules hereto, this “Amendment No. 8”), is entered into by MacDermid, Incorporated, a Connecticut corporation (“MacDermid”), Platform Specialty Products Corporation, a Delaware corporation (“PSP” and, together with MacDermid, the “US Borrowers”), MacDermid Agricultural Solutions Holdings B.V., a company organized under the laws of the Netherlands having its official seat in Amsterdam and registered with the Dutch trade register under number 61196029 (“BV Borrower”), Netherlands Agricultural Investment Partners LLC, a Delaware limited liability company (“NAIP” and, together with BV Borrower, the “Euro Tranche C-5 Borrowers”), MacDermid European Holdings B.V., a company organized under the laws of the Netherlands having its official seat in Etten-Leur and registered with the Dutch trade register under number 20086929 (“MEH BV”), MacDermid Funding LLC, a Delaware limited liability company (“MacDermid Fund
PLATFORM ACQUISITION HOLDINGS LIMITED Nemours Chambers Road Town Tortola British Virgin IslandsBusiness Combination Agreement • January 2nd, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products
PLATFORM SPECIALTY PRODUCTS CORPORATION LONG TERM CASH BONUS AWARD FOR WAYNE HEWETTLong Term Cash Bonus Award • April 6th, 2015 • Platform Specialty Products Corp • Miscellaneous chemical products
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • August 9th, 2016 • Platform Specialty Products Corp • Miscellaneous chemical products • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 13, 2016, among Platform Specialty Products Corporation, a Delaware corporation (the “Company”), each of the subsidiaries of the Company identified as a “Subsequent Guarantor” on the signature pages of this Supplemental Indenture (each, a “Subsequent Guarantor”), and Computershare Trust Company, N.A., as trustee (the “Trustee”).
IRREVOCABLE ELECTIONExchange Agreement • January 17th, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products
Pursuant to the terms of the Exchange Agreement, dated as of October 25, 2013, by and among Platform Specialty Products Corporation (“Platform”) and Daniel H. Leever, Sharon L. Johnson and Frank J. Monteiro, as fiduciaries under the MacDermid, Incorporated Profit Sharing and Employee Savings Plan (the “Plan”), Platform agreed to acquire all of the shares of MacDermid, Incorporated (“MacDermid”) held in trust for each participant of the Plan (each a “Beneficial Owner”), consisting of 1,514,371.01 shares of common stock of MacDermid, no par value (the “MacDermid Common Stock”), and 1,469 shares of MacDermid 9.5% Series B Cumulative Compounding Preferred Stock, no par value (the “MacDermid Preferred Stock”).
