U.S. and Canada Participants (employees who are on the U.S. or Canadian payroll system):

U. S. Severance Plan. Employee is eligible to receive under The Dow Chemical Company U.S. Severance Plan (the “Severance Plan”): # a lump sum severance payment of $788,829.00 (less deductions or withholdings required by law or by agreement between the Parties and any outstanding amounts Employee owes to the Company, including but not limited to any outstanding balance owed on any housing or relocation loans), and # any other additional benefits that are available to the Employee under the Severance Plan.

U.S. Government Securities, in each case maturing within one (1) year from the date of acquisition thereof;

U.S. Dollars, Canadian dollars, pounds sterling, euros, the national currency of any participating member state of the European Union or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

“U.C.C.” means the Uniform Commercial Code as in effect in the Commonwealth of Virginia.

U.S. dollar denominated time deposits, certificates of deposit and bankers’ acceptances of # any Lender, # any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or # any bank (or the parent company of such bank) whose short-term commercial paper rating from S&P is at least A-1, A-2 or the equivalent thereof or from Moody’s is at least P-1, P-2 or the equivalent thereof (any such bank, an “Approved Bank”), in each case with maturities of not more than 90 days from the date of acquisition;

U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

No U.K. income tax will be payable on the grant of the Option. The Company will, however, inform HMRC of the grant of the Option. No U.K. income tax should be payable on the exercise of UKA Options, provided that the UKA scheme retains its U.K. HMRC approved status and the Option is exercised at least 3 years and not more than 10 years from the date of grant.

The U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that # is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or # is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

The U.S. Parent represents and warrants that it, its controlling Person and any Subsidiary, in each case, if any, either # has no registered or publicly traded securities outstanding, or # files its financial statements with the SEC and/or makes its financial statements available to potential holders of its [[Unknown Identifier]] securities, and, accordingly, the U.S. Parent hereby # authorizes the Administrative Agent to make the financial statements to be provided under [Section 5.01(a) and (b)])] (collectively or individually, as the context requires, the “Financial Statements”), along with the Loan Documents, available to Public-Siders and # agree that at the time such Financial Statements are provided hereunder, they shall already have been made available to holders of its securities. The U.S. Parent will not request that any other material be posted to Public-Siders without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that the U.S. Parent has no outstanding publicly traded securities, including [[Unknown Identifier]] securities. Notwithstanding anything herein to the contrary, in no event shall the U.S. Parent request that the Administrative Agent make available to Public-Siders budgets or any certificates, reports or calculations with respect to the Borrowers’ compliance with the covenants contained herein or with respect to the Borrowing Base.