The Scotts Company LLC 14111 Scotts Lawn Road, Marysville, Ohio, U.S.A. Dear Sirs: Final Binding Offer for the Global Professional Business of The Scotts Miracle-Gro CompanySale and Purchase Agreement • February 10th, 2011 • Scotts Miracle-Gro Co • Agricultural chemicals • England
We refer to the proposed agreement for the sale and purchase of the Global Professional Business (the “Group”), which may be entered into by The Scotts Company LLC (the “Seller”), each of the entities listed as a Share Seller in column 1 of Part 1 of Schedule 1 to the share and asset sale and purchase agreement, the form of which is attached as Exhibit A (“Sale and Purchase Agreement") and each of the entities listed as a Business Seller in column 1 of Part 2 of Schedule 1 to the Sale and Purchase Agreement (each a “Share Seller” or “Business Seller” and collectively, together with the Seller, the “Sellers”) and Israel Chemicals Limited (the “Purchaser”) and each of the entities listed as a Share Purchaser in column 4 of Schedule 1 to the Sale and Purchase Agreement and as a Business Purchaser in column 3 of Part 2 of Schedule 1 to the Sale and Purchase Agreement (in each case as such list of entities may be varied by the Purchaser with the prior agreement of the Seller) (each a “Share
Dated SELLER AND OTHERS and PURCHASER AND OTHERS SHARE AND BUSINESS SALE AGREEMENT relating to the companies and businesses comprising the Bloom Professional GroupShare and Business Sale Agreement • February 10th, 2011 • Scotts Miracle-Gro Co • Agricultural chemicals
