LIVENT CORPORATION (A Delaware corporation) [ ] Shares of Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 1st, 2018 • Livent Corp. • Chemicals & allied products • New York
avoidance of doubt, any shares of common stock of FMC Corporation owned by the undersigned), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally
FORM OF REGISTRATION RIGHTS AGREEMENT by and between LIVENT CORPORATION and THE SHAREHOLDERS PARTY HERETO Dated as of [—]Registration Rights Agreement • October 1st, 2018 • Livent Corp. • Chemicals & allied products
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [—], is by and between Livent Corporation, a Delaware corporation (the “Company”), and FMC Corporation, including any Permitted Transferees (collectively, the “Shareholders” and individually, a “Shareholder”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
CREDIT AGREEMENT Dated as of September 28, 2018 among LIVENT CORPORATION and FMC LITHIUM USA CORP. as Borrowers THE GUARANTORS PARTY HERETO FROM TIME TO TIME as Guarantors THE LENDERS AND ISSUING BANKS PARTY HERETO and CITIBANK, N.A., as...Credit Agreement • October 1st, 2018 • Livent Corp. • Chemicals & allied products • New York
CREDIT AGREEMENT (this “Agreement”), dated as of September 28, 2018, among LIVENT CORPORATION, a Delaware corporation (“Livent”), FMC LITHIUM USA CORP., a Delaware corporation (“Lithium Opco”, together with Livent, collectively, the “Borrowers” and, each, a “Borrower”), the Guarantors (as defined below) party hereto from time to time, the lenders and issuing banks listed on the signature pages hereof under the heading “Lenders” (the “Lenders”) and the other Lenders party hereto from time to time, and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders hereunder.
FORM OF EMPLOYEE MATTERS AGREEMENT by and between FMC CORPORATION and LIVENT CORPORATION Dated as of [—]Employee Matters Agreement • October 1st, 2018 • Livent Corp. • Chemicals & allied products
This EMPLOYEE MATTERS AGREEMENT, dated as of [—], 2018, is by and between FMC CORPORATION, a Delaware corporation (“Parent”), and LIVENT CORPORATION, a Delaware corporation (the “Company”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between FMC CORPORATION and LIVENT CORPORATION Dated as of [—]Separation and Distribution Agreement • October 1st, 2018 • Livent Corp. • Chemicals & allied products • Delaware
FORM OF TAX MATTERS AGREEMENT between FMC CORPORATION and LIVENT CORPORATION Dated as of [—], 2018Tax Matters Agreement • October 1st, 2018 • Livent Corp. • Chemicals & allied products
This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of [●], 2018 between FMC Corporation (“Parent”), a Delaware corporation, on behalf of itself and the members of the Parent Group, and Livent Corporation (“Livent”), a Delaware corporation, on behalf of itself and the members of the Lithium Group.
FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE LIVENT CORPORATION INCENTIVE COMPENSATION AND STOCK PLAN ANNUAL EQUITY GRANTRestricted Stock Unit Award Agreement • October 1st, 2018 • Livent Corp. • Chemicals & allied products • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made by and between Livent Corporation (the “Company”) and [Participant Name] (the “Participant”).
FORM OF SHAREHOLDERS’ AGREEMENT by and between FMC CORPORATION and LIVENT CORPORATION Dated as of [—]Shareholders’ Agreement • October 1st, 2018 • Livent Corp. • Chemicals & allied products
THIS SHAREHOLDERS’ AGREEMENT, dated as of [—], is by and between FMC CORPORATION, a Delaware corporation (“Parent”) and LIVENT CORPORATION, a Delaware corporation (the “Company”).
FORM OF TRANSITION SERVICES AGREEMENT by and between FMC CORPORATION and LIVENT CORPORATION Dated as of [—]Transition Services Agreement • October 1st, 2018 • Livent Corp. • Chemicals & allied products
THIS TRANSITION AGREEMENT, dated as of [—], is by and between FMC CORPORATION, a Delaware corporation (“Parent”), and LIVENT CORPORATION, a Delaware corporation (the “Company”).
FORM OF IPO NONQUALIFIED STOCK OPTION AWARD AGREEMENT UNDER THE LIVENT CORPORATION INCENTIVE COMPENSATION AND STOCK PLANIpo Nonqualified Stock Option Award Agreement • October 1st, 2018 • Livent Corp. • Chemicals & allied products • Delaware
This IPO NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”) is made by and between Livent Corporation (the “Company”) and [Participant Name] (the “Participant”).
FORM OF TRADEMARK LICENSE AGREEMENT by and between FMC CORPORATION and LIVENT CORPORATION Dated as of [—]Trademark License Agreement • October 1st, 2018 • Livent Corp. • Chemicals & allied products
This TRADEMARK LICENSE AGREEMENT, dated as of [—] (the “Effective Date”), is made by and between FMC CORPORATION, a Delaware corporation (“Licensor”) and LIVENT CORPORATION, a Delaware corporation (“Licensee”).
FORM OF EXECUTIVE SEVERANCE AGREEMENTForm of Executive Severance Agreement • October 1st, 2018 • Livent Corp. • Chemicals & allied products
This EXECUTIVE SEVERANCE AGREEMENT is made and entered into as of [●] (the “Effective Date”), by and between Livent Corporation, a Delaware corporation (hereinafter referred to as the “Company”) and [●] (hereinafter referred to as the “Executive”) (this “Agreement”).
FORM OF IPO RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE LIVENT CORPORATION INCENTIVE COMPENSATION AND STOCK PLANIpo Restricted Stock Unit Award Agreement • October 1st, 2018 • Livent Corp. • Chemicals & allied products • Delaware
This IPO RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made by and between Livent Corporation (the “Company”) and [Participant Name] (the “Participant”).
