Borrowing Subsidiaries. (a) On or after the Restatement Effective Date, the Company may designate # any Domestic Subsidiary, Swiss Subsidiary or Canadian Subsidiary or, with the prior written consent of each Global Tranche Lender, any other Subsidiary as a Global Tranche Borrower, or # any Domestic Subsidiary as a US Tranche Borrower, in each case by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Global Tranche Borrowing Subsidiary or a US Tranche Borrowing Subsidiary, as the case may be, and a party to this Agreement;

Borrowing Base. [[Organization B:Organization]] shall have received evidence from [[Organization A:Organization]] that the aggregate amount of Eligible Receivables and Eligible Inventory is sufficient in value and amount to support Revolving A Advances, the Acceptances, the Letters of Credit and the Swing Loans, if any, in the amount requested by [[Organization A:Organization]] in connection with the addition of such Applicant Borrower as a Borrower;

Borrowing Procedures. Each Swing Line Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by # telephone or # by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the

Borrowing Block. If a Default or Event of Default would have occurred and be continuing had the Borrower not had the option to exercise the Cure Right as set forth above and not exercised such Cure Right pursuant to the foregoing provisions, the Borrower shall not be permitted, from the applicable Cure Specified Date with respect to the applicable fiscal quarter, until such Default or Event of Default is cured in accordance with the terms of this Section ‎8.03 or Section ‎11.02, to request any Borrowings or any Credit Extensions under this Agreement.

Borrowing Request. On or prior to the Closing Date, the Administrative Agent shall have received one or more Borrowing Requests, to the extent any Borrowing is requested on the Closing Date.

Borrowing Base. The amount which Borrower is entitled to borrow from time to time under the line of credit shall be the then current loan value of collateral (the “Borrowing Base”) pledged to Lender to secure indebtedness owing to Lender by Borrower, provided that in no event is Lender to be required to make any advance which would cause the outstanding principal balance owing by Borrower at any one time to be in excess of $1,000,000.00. The Borrowing Base shall be redetermined monthly and shall be seventy-five percent (75%) of eligible accounts receivable arising out of Borrower’s United States operations pledged to the Lender. The term “eligible accounts receivable” shall mean all billed gross trade accounts receivable, less: # balances due sixty (60) days or more after the date of the original invoice therefor; # accounts owed by companies related to or affiliated with Borrower or its employees; # except for receivables from BASF SE, accounts owing by any one debtor which exceed twenty percent (20%) of the total billed gross accounts receivable; # all accounts owing by any particular debtor if 10% or more of such particular debtor’s accounts are ninety (90) days or more past due; and # accounts receivable which are disputed by the account debtor.

Compliance with Applicable Law and/or Company Clawback Policy. Any benefits the Optionee may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with # any applicable listing standards of a national securities exchange adopted in accordance with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations of the U.S. Securities and Exchange Commission adopted thereunder, # similar rules under the laws of any other jurisdiction and # any policies adopted by the Company to implement such requirements, all to the extent determined by the Company in its discretion to be applicable to the Optionee.

Repayment/Clawback. It is the Company’s intent, through the Restricted Unit grant contemplated herein, to incentivize Participant to voluntarily remain in its employ at least through September 1, 2021. Nevertheless, Participant has expressly requested that the Restricted Units granted herein vest ratably as set forth in Paragraph 3, above. Therefore, Participant expressly agrees that should his employment with the Company terminate prior to September 1, 2021 for any reason other than death or disability, he shall repay to the Company fifty percent (50%) of all the moneys paid to him pursuant to this Award Agreement through the date of termination. The amount to be repaid, if any, shall be considered a debt owed by Participant to the Company, and not repayment of wages. Furthermore, in the event Participant becomes obligated to make a payment to the Company in accordance with this Paragraph 6, Participant agrees to remit such payment within 30 days of termination and, to the extent permitted by law, authorizes the Company to withhold from his last payment of wages (or any other amounts that the Company may owe Participant) any portion of the obligations owed by Participant pursuant to this Paragraph 6.

Repayment Obligations. Upon exercise, payment or delivery of an Award, the Participant shall certify in a manner acceptable to the Company that he or she has complied with the terms and conditions of the Plan. In the event a Participant fails to comply with any provision in this Article 6 at any time before or after exercise, payment or delivery of an Award, the Participant shall repay to the Company the net proceeds of any exercises, payments or deliveries of Awards which occur at any time after the earlier of the following two dates: # the date three (3) years immediately preceding any such violation; or # the date six (6) months prior to the Participant’s Termination of Employment. The Participant shall repay to the Company the net proceeds in such manner and on such terms and conditions as may be required by the Company, and the Company shall be entitled to set-off against the amount of any such net proceeds any amount owed to the Participant by the Company, to the extent that such set-off is not inconsistent with Code Section 409A. For purposes of this paragraph, “net proceeds” shall mean # for each Option or SAR exercise, the difference between the Option Price and the greater of # the price of Shares on the date of exercise or # the amount realized upon the disposition of the underlying Shares, less any applicable taxes withheld by the Company; # for RSUs or Performance Stock Units, the greater of # the number of net Shares delivered to the Participant multiplied by the closing price of Shares on the date of delivery or # the amount realized upon the disposition of the number of net Shares delivered, in either case less any applicable taxes withheld by the Company; # for Restricted Stock, the greater of # the number of net Shares retained by, or delivered to, the Participant after any restrictions lapse multiplied by the closing price of Shares on the date the restrictions lapse or # the amount realized upon the disposition of the number of net Shares delivered, in either case less any applicable taxes withheld by the Company; and # for all other Awards, the value of Shares or cash delivered to the Participant less any applicable taxes withheld by the Company.

Compliance with Applicable Law and/or Company Clawback Policy. Any benefits the Grantee may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with # any applicable listing standards of a national securities exchange adopted in accordance with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations of the U.S. Securities and Exchange Commission adopted thereunder, # similar rules under the laws of any other jurisdiction and # any policies adopted by the Company to implement such requirements, all to the extent determined by the Company in its discretion to be applicable to the Grantee.