COMBINATION AGREEMENT BY AND AMONG KRATON PERFORMANCE POLYMERS, INC., KPP SHELFCO LIMITED, NY MERGERCO, LLC, LCY CHEMICAL CORP. AND LCY SYNTHETIC RUBBER CORP. Dated as of January 28, 2014Combination Agreement • January 28th, 2014 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This Combination Agreement (this “Agreement”), dated as of January 28, 2014, is among Kraton Performance Polymers, Inc., a Delaware corporation (“New York”), KPP Shelfco Limited, a private limited company incorporated under English Law, which, prior to the Effective Time (as defined in Section 1.1(c)), will re-register as a public limited company in accordance with the provisions of this Agreement (“UK Holdco”), NY MergerCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of UK Holdco (“MergerCo”) and, together with New York and UK Holdco, the “New York Parties”), LCY Chemical Corp., a company limited by shares registered under the Laws of the Republic of China (“London”), and LCY Synthetic Rubber Corp., a limited company organized under the Laws of the British Virgin Islands which is 100% owned by London (“London Stockholder”). London and the London Stockholder are referred to herein collectively, as the “London Parties.” Each of the New York Parties and London P
