VENATOR MATERIALS PLC (a public limited company incorporated under the laws of England and Wales) 21,764,800 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2017 • Venator Materials PLC • Industrial inorganic chemicals • New York
The undersigned, a shareholder, officer and/or director of Venator Materials PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and Huntsman (Holdings) Netherlands B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Selling Shareholder”), providing for the offer and sale by the Selling Shareholder (the “Offering”) of the Company’s ordinary shares, par value $0.001 per share (“Ordinary Shares”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriti
