DATED August 6, 2015 DARWIN HOLDINGS LIMITED, CAPRICORN CAPITAL B.V., LEO CAPITAL B.V., AQUARIUS INVESTMENTS B.V. AND OCI N.V. SHAREHOLDERS’ AGREEMENT Skadden, Arps, Slate, Meagher & Flom (UK) LLP Canary Wharf London E14 5DSShareholders’ Agreement • August 12th, 2015 • CF Industries Holdings, Inc. • Agricultural chemicals
COMBINATION AGREEMENT BY AND AMONG CF INDUSTRIES HOLDINGS, INC., DARWIN HOLDINGS LIMITED, BEAGLE MERGER COMPANY LLC, AND OCI N.V. Dated as of August 6, 2015Combination Agreement • August 12th, 2015 • CF Industries Holdings, Inc. • Agricultural chemicals • Delaware
This Combination Agreement (this “Agreement”), dated as of August 6, 2015, is entered into by and among CF Industries Holdings, Inc., a Delaware corporation (“Cambridge”), Darwin Holdings Limited, a private company limited by shares incorporated under the law of England, which, prior to the Effective Time, will re-register as a public company limited by shares in accordance with the provisions of this Agreement (“Holdco”), Beagle Merger Company LLC, a Delaware limited liability company and wholly-owned, direct or indirect, subsidiary of Holdco (“MergerCo”) and OCI N.V., a public company with limited liability (naamloze vennootschap) incorporated under the law of the Netherlands (“Oxford”). Each of Cambridge, Oxford, Holdco and MergerCo are referred to herein as a “Party” and together the “Parties”.
