Assets of Generic Crop Protection Products Business

Sale of substantially all of remaining assets of the Willowood USA Holdings, LLC, including, but not limited to, EPA Registrations and associated inventory and executory contracts related to Abamectin, Chlorimuron, Clomazone, Cloransulam, Glufosinate, Imazethapyr, Lactofen, Metribuzin, Oxyflurofen, Paraquat, Pronamide, Propanil, Sulfentrazone, and Thiobencarb, and more described as below:

• The Registrations expressly set forth and identified on Schedule 2(a)(i) on the attached PDF (the "Transferred Registrations");
• The Registration Data expressly set forth and identified on Schedule 2(a)(ii) on the attached PDF (the "Transferred Data");
• All Seller IP;
• All inventories, including raw materials, work-in-progress, finished goods, and packaging for the Transferred Products ( collectively, the "Transferred Inventory");
• All rights of the applicable Seller Parties under the Assigned Contracts;
• All rights of the Seller Parties under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors relating to the Transferred Inventory or Transferred Products;
• The Equity Securities of Willowood USA in the Subsidiaries listed on Schedule 2(a)(viii) on the attached PDF (the "Transferred Subsidiaries");
• Sales records relating solely to the Transferred Products for the two-year period immediately preceding the Closing and customer lists; and
• Vendor and mailing lists of the Seller Parties and existing telecopier numbers and telex numbers used by any of the Seller Parties, in each case to the extent relating solely to the Transferred Products (the "Transferred Products Lists and Numbers").