MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • September 11th, 2015 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals
By and through their respective undersigned attorneys, the parties (the “Parties”) to the consolidated putative class-action lawsuit pending in the Court of Chancery of the State of Delaware (the “Court of Chancery”), styled In Re Globe Specialty Metals, Inc. Stockholders Litigation, C.A. No. 10865-VCG (the “Litigation”), have reached an agreement in principle providing for the settlement of the Litigation (the “Settlement”) on the terms and subject to the conditions set forth in this Memorandum of Understanding (the “Memorandum”).
FIRST AMENDMENT TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 11th, 2015 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • England
SHAREHOLDER AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [ l ], 2015, between Grupo Villar Mir, S.A.U., a public limited company (sociedad anónima) incorporated under the laws of Spain (“Grupo VM”), and VeloNewco Limited, a public limited company incorporated under the laws of England (“Holdco”).
