Exhibit 2.1

EXECUTION VERSION

COMBINATION AGREEMENT

BY

AND

AMONG

CF INDUSTRIES HOLDINGS, INC.,

DARWIN HOLDINGS LIMITED,

BEAGLE MERGER COMPANY LLC,

AND

OCI N.V.

Dated as of August 6, 2015

Table of Contents

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COMBINATION AGREEMENT

This Combination Agreement (this “Agreement”), dated as of August 6, 2015, is entered into by and among CF Industries Holdings, Inc., a Delaware corporation (“Cambridge”), Darwin Holdings Limited, a private company limited by shares incorporated under the law of England, which, prior to the Effective Time, will re-register as a public company limited by shares in accordance with the provisions of this Agreement (“Holdco”), Beagle Merger Company LLC, a Delaware limited liability company and wholly-owned, direct or indirect, subsidiary of Holdco (“MergerCo”) and OCI N.V., a public company with limited liability (naamloze vennootschap) incorporated under the law of the Netherlands (“Oxford”). Each of Cambridge, Oxford, Holdco and MergerCo are referred to herein as a “Party” and together the “Parties”.

R E C I T A L S

WHEREAS, Oxford directly or indirectly owns one hundred percent (100%) of the equity interests of: (i) OCI Fertilizer International B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the law of the Netherlands; (ii) OCI Nitrogen B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the law of the Netherlands; (iii) OCI Chem 1 B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the law of the Netherlands; (iv) OCI Personnel B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the law of the Netherlands; and (vi) Firewater One S.a.r.l., a société à responsabilité limitée organized under the law of Luxembourg (“Firewater One”) (the Persons identified in (i)-(vi), the “Purchased Companies” and together with the Subsidiaries of the Purchased Companies at any given time, the “Target Companies”);

WHEREAS, the Purchased Companies are directly and indirectly engaged in the Business;

WHEREAS, subject to the terms and conditions set forth herein, Oxford desires to convey to Holdco, and Holdco desires to acquire from Oxford, by a contribution by Oxford, directly or indirectly, to Holdco, all of the Capital Stock held, directly or indirectly, by Oxford of the Purchased Companies other than Firewater One (the “Holdco-Purchased Equity Interests”) in exchange for consideration consisting of shares of Holdco Common Stock to be issued by Holdco to Oxford and cash (the “Contribution”);

WHEREAS, upon completion of the Contribution, at the Closing and prior to the Effective Time, Oxford shall distribute by way of a reduction of the nominal value of the ordinary shares in the capital of Oxford certain of the Holdco Common Stock received by it in connection with the Contribution pro rata to the stockholders of Oxford (the “Distribution”);

WHEREAS, subject to the terms and conditions set forth herein, Oxford desires to convey to a direct or indirect Subsidiary of Holdco, and such a direct or indirect Subsidiary of Holdco desires to acquire, or cause its designee to acquire, from Oxford’s Subsidiary Oxford Chem 2, at the Closing and immediately following the Effective Time, shares representing forty

five percent (45%) of the Capital Stock of Firewater One (the “Cambridge-Purchased Equity Interests” and together with the Holdco-Purchased Equity Interests, the “Purchased Equity Interests”) in exchange for consideration consisting of a specified amount of cash payable by Cambridge to Oxford (the “Stock Sale”);

WHEREAS, the Oxford Board has determined that it is in the best interests of Oxford and its stakeholders including Oxford’s stockholders for Oxford to engage in the Transactions, including the Restructuring, the Contribution, the Distribution and the Stock Sale, in order to facilitate the Merger, has adopted resolutions approving the entering into Agreement and declaring its advisability and has resolved to recommend, subject to Section 7.4, that Oxford’s stockholders approve the Transactions;

WHEREAS, concurrently with the execution hereof, certain stockholders of Oxford are granting irrevocable undertakings in support of the Transactions;

WHEREAS, the Cambridge Board has determined that it is advisable and in the best interests of Cambridge’s stockholders for Cambridge to engage in the Transactions and, as part of and in connection with the Transactions, to reorganize so that MergerCo will merge with and into Cambridge, with Cambridge becoming a wholly-owned, direct or indirect, subsidiary of Holdco (the “Merger”), has adopted resolutions approving this Agreement and declaring its advisability and has resolved to recommend, subject to Section 7.5, that Cambridge’s stockholders adopt this Agreement;

WHEREAS, pursuant to the Merger, each issued share of Cambridge Common Stock, other than those shares of Cambridge Common Stock held by Cambridge (as treasury shares or otherwise) or by any Subsidiaries of Cambridge, shall be converted into the right to receive one (1) share of Holdco Common Stock;

WHEREAS, MergerCo’s sole member and Holdco’s board of directors (the “Holdco Board”) have each unanimously determined that it is advisable and in the best interests of MergerCo’s sole member and Holdco’s sole shareholder, respectively, to enter into the Merger and have each unanimously approved the Merger, this Agreement and, to the extent applicable, the other Transactions, in accordance with the DLLCA and the Companies Act, as applicable;

WHEREAS, MergerCo’s sole member has approved this Agreement prior to the execution of this Agreement, and immediately following execution of this Agreement, Holdco’s sole shareholder will act by written consent to approve this Agreement; and

WHEREAS, in connection with the Closing, Cambridge, Oxford, Holdco and MergerCo and certain of their Affiliates will enter into the Ancillary Agreements.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the Parties agree as follows:

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ARTICLE I

CONTRIBUTION, DISTRIBUTION AND STOCK SALE

Section 1.1                                    Contribution of the Holdco-Purchased Equity Interests. Subject to the terms and conditions of this Agreement, at or prior to the Closing and prior to the Effective Time, Oxford shall contribute, transfer, convey, assign and deliver or cause to be contributed, transferred, conveyed, assigned and delivered to Holdco, and Holdco shall acquire, the Holdco-Purchased Equity Interests, in each case, free and clear of any Liens.

Section 1.2                                    Consideration for Holdco-Purchased Equity Interests. The aggregate consideration payable by Holdco to Oxford for the Holdco-Purchased Equity Interests shall consist of:

(a)                                 a number of shares of Holdco Common Stock in an amount equal to (i) the product of (A) (1) the number of shares of Cambridge Common Stock issued and outstanding as of immediately prior to the Effective Time plus (2) the number of shares of Cambridge Common Stock subject to, underlying or issuable in connection with the vesting, settlement or exercise of all Cambridge Equity Rights as of immediately prior to the Effective Time (determined using the treasury stock method) multiplied by (B) a fraction, the numerator of which is two hundred fifty-six (256) and the denominator of which is seven hundred forty-four (744) less (ii) the Convertible Bond Share Reduction Amount (the “Base Share Consideration”); and

(b)                                 an amount in cash equal to seven hundred million dollars ($700,000,000) minus the Estimated Net Intercompany Payable and the Estimated Target Company Excess Net Debt (the “Election Consideration”); provided, however, that at the written election of Holdco (the “Stock Election”) delivered to Oxford prior to the Closing Date (it being understood that the Parties will consult in good faith regarding the delivery of any notice of Stock Election), Holdco may elect to pay in the form of Holdco Common Stock such portion of the Election Consideration (the “Election Amount”) as Holdco shall determine in good faith, after prior consultation with Oxford, to be reasonably necessary to be paid in the form of Holdco Common Stock in order to satisfy the conditions to Closing set forth in Article X and maintain the investment grade rating of Holdco’s outstanding Indebtedness, in which case, the Election Consideration shall consist of:

(i)                                     an amount in cash equal to seven hundred million dollars ($700,000,000) minus (A) the Estimated Net Intercompany Payable minus (B) the Estimated Target Company Excess Net Debt minus (C) the Election Amount (the cash contemplated by this clause (i), the “Holdco Cash Consideration”); and

(ii)                                  a number of shares of Holdco Common Stock in an amount equal to (A) the Election Amount divided by (B) the Cambridge Average Price (the shares of Holdco Common Stock contemplated by this clause (ii), the “Additional Share Consideration”).

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Section 1.3                                    Distribution of Distributable Consideration. As soon as practicable following its receipt of the Base Share Consideration and prior to the Effective Time, Oxford shall distribute some or all of the Base Share Consideration, as determined in the reasonable discretion of Oxford (such portion, the “Distributable Consideration”) by way of a reduction of the nominal value of the ordinary shares in the capital of Oxford pro rata to its stockholders; provided that the Distributable Consideration shall not be less than the amount sufficient to constitute control of Holdco within the meaning of Section 368(c) of the Code.

Section 1.4                                    Consideration Notices. No later than three (3) Business Days prior to the Closing Date, (a) Oxford shall deliver to Cambridge a written notice setting forth (i) its good faith estimate of the Net Intercompany Payable (the “Estimated Net Intercompany Payable”), (ii) its good faith estimate of the Target Company Excess Net Debt (the “Estimated Target Company Excess Net Debt”) and (ii) the amount of Distributable Consideration and (b) Cambridge shall deliver to Oxford a written notice setting forth (i) the number of shares of Cambridge Common Stock estimated to be issued and outstanding as of immediately prior to the Effective Time and (ii) the number of shares of Cambridge Common Stock estimated to be subject to, underlying or issuable in connection with the vesting, settlement or exercise of all Cambridge Equity Rights as of immediately prior to the Effective Time (determined using the treasury stock method).

Section 1.5                                    No Fractional Shares in Distribution. No fractional shares of Holdco Common Stock shall be distributed in connection with the Distribution. Notwithstanding any other provision of this Agreement, each holder of ordinary shares of Oxford who would otherwise have been entitled to receive a fraction of a share of Holdco Common Stock (after aggregating all shares represented by certificates (or, if applicable, book-entry shares) of such holder) shall receive, in lieu thereof and upon surrender thereof, cash (without interest) in an amount determined by multiplying (i) the closing price of Cambridge Common Stock reported on the New York Stock Exchange on the trading day immediately preceding the Closing Date, rounded to the nearest one-hundredth of a cent by (ii) the fraction of a share (rounded to the nearest one-thousandth when expressed in decimal form) of Holdco Common Stock to which such holder would otherwise have been entitled (the “Fractional Share Cash Amount”). No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional share of Holdco Common Stock.

Section 1.6                                    Tax Treatment of the Contribution and Distribution. The Contribution of the Holdco-Purchased Equity Interests by Oxford to Holdco pursuant to Section 1.1 of this Agreement in exchange for the Base Share Consideration and the Election Consideration pursuant to Section 1.2 of this Agreement and the subsequent Distribution of the Distributable Consideration pursuant to Section 1.3 along with the transactions described in the Restructuring Steps Plan (collectively, the “Separation”) is intended, for U.S. federal income tax purposes, to be treated as a reorganization within the meaning of Sections 368(a)(1)(D) and a distribution qualifying under Section 355 of the Code. The Restructuring Steps Plan and Section 1.1, Section 1.2, Section 1.3 and this Section 1.6 are intended to constitute, and are hereby adopted as, a “plan of reorganization” within the meaning of section 368 of the Code.

Section 1.7                                    Stock Sale of Cambridge-Purchased Equity Interests. Subject to the terms and conditions of this Agreement, at the Closing and immediately before the

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Effective Time, Oxford shall cause Oxford Chem 2 to transfer, convey, assign and deliver to Cambridge (or its designee), and Cambridge (or such designee) shall acquire, the Cambridge-Purchased Equity Interests, in each case, free and clear of any Liens.

Section 1.8                                    Consideration for Cambridge-Purchased Equity Interests. The aggregate consideration payable by Cambridge (or its designee) to Oxford Chem 2 for the Cambridge-Purchased Equity Interests shall consist of an amount in cash equal to five hundred seventeen million five hundred thousand dollars ($517,500,000) (the “Firewater One Consideration”).

Section 1.9                                    Repayment of Net Intercompany Balance.

(a)                                 At Closing, Holdco shall cause the relevant Target Companies to pay to the Oxford Companies an amount of cash equal to the Estimated Net Intercompany Payable in satisfaction thereof, as set forth in the Restructuring Steps Plan.

(b)                                 No more than 30 days following the Closing, Oxford shall deliver to Holdco notice of Oxford’s determination of the Net Intercompany Payable as of the Closing Date. To the extent that the Net Intercompany Payable is greater than the Estimated Net Intercompany Payable, the Parties shall treat Oxford as having paid an amount of cash equal to the difference to Holdco as an adjustment to the cash portion of the Election Consideration (to the extent thereof, and thereafter as an adjustment to the share portion of the Election Consideration), and Holdco as having then used that cash to repay the amounts owed by Target Companies to Oxford Companies that comprise the excess of the Net Intercompany Payable over the Estimated Net Intercompany Payable. To the extent that the Net Intercompany Payable is less than the Estimated Net Intercompany Payable, the Parties shall treat Oxford as having paid an amount of cash equal to such difference as a refund of a portion of the payment described in Section 1.9(a), and Holdco as having paid an equivalent amount to Oxford as an adjustment to the Election Consideration. To the extent that the Net Intercompany Payable would be less than zero if the second sentence of the definition thereof were ignored, such amount shall be deemed to have been distributed by the Target Companies to Oxford immediately prior to the Closing pursuant to the Restructuring Steps Plan.

ARTICLE II

MERGER

Section 2.1                                    The Merger. Subject to the terms and conditions of this Agreement, which shall constitute an agreement and plan of merger for all purposes of the DGCL and DLLCA, and in accordance with the DGCL and the DLLCA, at the Effective Time, MergerCo shall merge with and into Cambridge, and the separate limited liability company existence of MergerCo shall thereupon cease. From and after the Effective Time, and in accordance with the DGCL and the DLLCA, Cambridge shall continue as the surviving corporation in the Merger (sometimes hereinafter referred to in this Agreement as the “Surviving Corporation”), becoming a wholly-owned, direct or indirect, subsidiary of Holdco.

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Section 2.2                                    Effective Time.

(a)                                 At the Closing, Cambridge, Holdco and MergerCo shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) meeting the applicable requirements of the DGCL and the DLLCA to be properly executed and filed and otherwise make all other filings or recordings as required by the DGCL and the DLLCA in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State (or at such later date and time as Cambridge and Oxford shall agree and as set forth in the Certificate of Merger) (the “Effective Time”); provided, however, the Effective Time shall be (i) subsequent to the Contribution pursuant to Section 1.1 and Section 1.2 and (ii) subsequent to the Distribution pursuant to Section 1.3.

(b)                                 The Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL and the DLLCA.

Section 2.3                                    Charter Documents; Directors and Officers of Surviving Corporation.

(a)                                 The name of the Surviving Corporation shall be “CF Industries Holdings, Inc.”

(b)                                 The Cambridge Certificate, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended as provided by applicable Laws and the Charter Documents of the Surviving Corporation.

(c)                                  The Cambridge Bylaws, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation, until thereafter amended as provided by Law, the certificate of incorporation of the Surviving Corporation and such bylaws.

(d)                                 The officers of MergerCo immediately prior to the Effective Time shall, from and after the Effective Time, become the directors of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter Documents of the Surviving Corporation. The officers of Cambridge immediately prior to the Effective Time shall, from and after the Effective Time, become the officers of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter Documents of the Surviving Corporation.

Section 2.4                                    Effect of the Merger on the Cambridge Common Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of the holder of any Cambridge Common Stock, any MergerCo common stock or any Holdco Common Stock:

(a)                                 Each issued share of Cambridge Common Stock that is owned by Cambridge (as a treasury share or otherwise), or by any Subsidiaries of Cambridge immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no

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consideration shall be delivered or deliverable hereunder in connection with such cancellation (“Excluded Shares”).

(b)                                 All issued and outstanding limited liability company interests of MergerCo shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

(c)                                  Each issued and outstanding share of Cambridge Common Stock (other than the Excluded Shares) shall be converted into the right to receive one (1) validly issued share of Holdco Common Stock, credited as fully paid, which, when issued, ranks pari passu in all respects with all of the shares of Holdco Common Stock then in issue (the “Merger Consideration”).

(d)                                 All of the shares of Cambridge Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.4(c) shall no longer be outstanding and automatically cease to exist as of the Effective Time, and each certificate (each, a “Certificate”) or book-entry share (each, a “Book Entry Share”) previously representing any such Cambridge Common Stock shall thereafter represent only the right to receive the Merger Consideration. From and after the Effective Time, the stock transfer books of Cambridge shall be closed and thereafter there shall be no further registration of transfers of shares of Cambridge Common Stock that were outstanding prior to the Effective Time. After the Effective Time, Book Entry Shares and Certificates presented to the Surviving Corporation for transfer shall be canceled and exchanged for the Merger Consideration and any dividend or distribution payable in accordance with Section 2.5(f), in accordance with the procedures set forth in Section 2.5.

Section 2.5                                    Surrender and Exchange of Shares.

(a)                                 Following the date of this Agreement and in any event prior to the Effective Time, Cambridge shall select an exchange agent in connection with the Merger (together with any agent also selected, the “Exchange Agent”) for the purpose of delivering or causing to be delivered to each holder of Cambridge Common Stock the shares of Holdco Common Stock that such holder shall become entitled to receive with respect to such holder’s shares of Cambridge Common Stock pursuant to Section 2.4. The Exchange Agent shall act as agent for each holder of shares of Cambridge Common Stock in connection therewith.

(b)                                 Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of record of Cambridge Common Stock that are represented by Book Entry Shares or Certificates, a letter of transmittal in customary form, which shall specify that delivery shall be effected, and risk of loss and title to Book Entry Shares or Certificates held by such holder representing such shares of Cambridge Common Stock shall pass, only upon actual and proper delivery of Book Entry Shares or Certificates to the Exchange Agent.

(c)                                  At or prior to the Effective Time, Holdco shall procure the deposit with, or otherwise make or cause to be made available to, the Exchange Agent, for the benefit of the holders of Cambridge Common Stock, that number of shares of Holdco Common Stock that is sufficient to deliver the aggregate Merger Consideration pursuant to Section 2.4. In addition, Holdco shall make available by depositing (or causing to be deposited) cash, shares or other

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property with the Exchange Agent, as necessary from time to time after the Effective Time, sufficient to pay any dividends or distributions payable pursuant to Section 2.5(f) (the Holdco Common Stock to be deposited with the Exchange Agent, together with any cash, shares or other property necessary to pay any dividends or other distributions pursuant to Section 2.5(f) the “Exchange Fund”).

(d)                                 Each holder of shares of Cambridge Common Stock that are represented by Book Entry Shares or Certificates shall be entitled to receive in exchange for such holder’s shares of Cambridge Common Stock that are represented by Book Entry Shares or Certificates, upon surrender to the Exchange Agent of a Book Entry Share or Certificate, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions (i) the Merger Consideration deliverable in respect of such holder’s shares of Cambridge Common Stock represented by such holder’s properly surrendered Book Entry Shares or Certificates in accordance with Section 2.4 and (ii) any cash dividends or other distributions that such holder has the right to receive pursuant to Section 2.5(f), and Book Entry Shares or Certificates so surrendered shall forthwith be canceled, and Holdco’s register of members shall be updated accordingly. No interest will be paid or accrued on any Merger Consideration or on any unpaid dividends and distributions payable to holders of shares of Cambridge Common Stock.

(e)                                  If delivery of shares of Holdco Common Stock in respect of shares of Cambridge Common Stock represented by a Book Entry Share or Certificate is directed by the Person in whose name the surrendered Book Entry Share or Certificate is registered to be made to a Person other than the Person in whose name the surrendered Book Entry Share or Certificate is registered, it shall be a condition of delivery that the Book Entry Share or Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer. Until so surrendered, each Book Entry Share and Certificate shall, after the Effective Time, represent for all purposes only the right to receive upon such surrender the Merger Consideration and any dividends or other distributions as contemplated by this Section 2.5 but shall not entitle its holder or any other Person to any rights as a stockholder of Holdco or Cambridge.

(f)                                   No dividends or other distributions with respect to Holdco Common Stock deliverable with respect to the shares of Cambridge Common Stock shall be paid to the holder of any unsurrendered Book Entry Shares or Certificates until after those Book Entry Shares or Certificates are surrendered as provided in this Section 2.5. After surrender, there shall be delivered and/or paid to the holder of the Holdco Common Stock delivered in exchange therefor, without interest, (i) at the time of surrender, the dividends or other distributions payable with respect to those shares of Holdco Common Stock with a record date on or after the date of the Effective Time and a payment date on or prior to the date of this surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to those shares of Holdco Common Stock with a record date on or after the date of the Effective Time but with a payment date subsequent to surrender.

(g)                                  In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by the holder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the Certificate, the

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Exchange Agent shall deliver in exchange for the lost, stolen or destroyed Certificate the applicable shares of Holdco Common Stock deliverable, and the dividends or other distributions payable, in respect of the shares of Cambridge Common Stock represented by the Certificate pursuant to Section 2.4.

(h)                                 The Exchange Agent shall invest any cash deposited by Cambridge and/or Holdco in the Exchange Fund for the purpose of paying dividends or other distributions pursuant to Section 2.5(f), pending its disbursement to the relevant shareholders, in (i) short-term direct obligations of the United States of America or (ii) short-term obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest. Holdco shall be responsible for any losses of such cash and shall deposit additional cash with the Exchange Agent as may be required from time to time in order for the Exchange Agent to make the payments required by this Agreement. Any portion of the Exchange Fund that remains undistributed to the holders of Cambridge Common Stock on the date that is twelve (12) months after the Effective Time (including all interest and other income received by the Exchange Agent in respect to all funds made available to it) shall be delivered to Holdco upon demand. Any holders of Certificates or Book Entry Shares who have not theretofore complied with this Section 2.5 shall thereafter look only to Holdco (subject to abandoned property, escheat, unclaimed money or similar Laws) with respect to the Merger Consideration and any dividends or other distributions pursuant to Section 2.5(f). None of Holdco, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any shares of Holdco Common Stock, cash or other property delivered to a public official pursuant to any applicable abandoned property, escheat or similar Laws.

Section 2.6                                    No Appraisal Rights. There are no appraisal rights available to holders of Cambridge Common Stock under the DGCL in connection with the Merger.

Section 2.7                                    Effect of the Merger on Cambridge Stock Options and Awards.

(a)                                 Each option to purchase Cambridge Common Stock (a “Cambridge Stock Option”) granted under the employee and director stock plans of Cambridge (the “Cambridge Stock Plans”) that is outstanding immediately prior to the Effective Time and held by a current or former employee, director or consultant of Cambridge shall become vested in accordance with the terms of the Cambridge Stock Plans, the award agreement pursuant to which each such Cambridge Stock Option was granted and any other agreement between the holder of any such Cambridge Stock Option and Cambridge and at the Effective Time shall cease to represent a right to acquire Cambridge Common Stock and shall be converted, at the Effective Time, into a stock option to acquire shares of Holdco Common Stock (a “Holdco Stock Option”) on substantially the same terms and conditions as were applicable under such Cambridge Stock Option. The number of shares of Holdco Common Stock subject to each such Holdco Stock Option shall be equal to the number of shares of Cambridge Common Stock subject to such option immediately prior to the Effective Time, and such Holdco Stock Option shall have an exercise price per share (rounded up to the nearest whole cent) equal to the exercise price per share of Cambridge Common Stock of such option immediately prior to the Effective Time.

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(b)                                 Each award of restricted Cambridge Common Stock granted under a Cambridge Stock Plan that is outstanding and unvested or otherwise subject to forfeiture or other restrictions as of immediately prior to the Effective Time (the “Cambridge Restricted Shares”) shall become vested in accordance with the terms of the Cambridge Stock Plans, the award agreement pursuant to which each such Cambridge Restricted Share was granted and any other agreement between the holder of any such Cambridge Restricted Shares and Cambridge at the Effective Time and shall be treated in a manner consistent with Section 2.4.

(c)                                  Each award of restricted stock units, performance restricted stock units, performance shares, phantom shares or other similar rights or awards (an “Equity Right”) granted under a Cambridge Stock Plan and relating to shares of Cambridge Common Stock (any such award a “Cambridge Equity Right” and such awards together with the Cambridge Stock Options and the Cambridge Restricted Shares, the “Cambridge Stock Awards”) that is outstanding immediately prior to the Effective Time shall become vested in accordance with the terms of the Cambridge Stock Plans, the award agreement pursuant to which each such Cambridge Equity Right was granted and any other agreement between the holder of any such Cambridge Equity Right and Cambridge and shall be settled immediately prior to the Effective Time and the shares delivered shall be exchanged as provided in Section 2.4(c); provided that any shares of Holdco Common Stock issuable in connection with the vesting of any Cambridge Equity Rights that are restricted stock units will be issued in accordance with the terms of the award agreements pursuant to which such restricted stock units were granted or at such time or times as necessary to ensure that no additional Tax will be imposed under Section 409A of the Code, and at the Effective Time each Cambridge Equity Right shall cease to relate to or represent a right to receive shares of Cambridge Common Stock and shall be converted, at the Effective Time, into an Equity Right relating to Holdco Common Stock (a “Holdco Equity Right”) of the same type and on the same terms and conditions as were applicable to the corresponding Cambridge Equity Right, except as adjusted hereby. The number of shares of Holdco Common Stock covered by each such Holdco Equity Right shall be equal to the number of shares of Cambridge Common Stock subject to the Cambridge Equity Right immediately prior to the Effective Time. All dividend equivalents credited to the account of each holder of a Cambridge Equity Right as of the Effective Time shall remain credited to such holder’s account immediately following the Effective Time, subject to adjustment in accordance with the foregoing.

(d)                                 As soon as practicable after the Effective Time, Holdco shall deliver to the holders of Cambridge Stock Awards appropriate notices setting forth such holders’ rights pursuant to the respective Cambridge Stock Awards and stating that such Cambridge Stock Awards and the agreements relating thereto have been assumed by Holdco and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.7 after giving effect to the Merger and the terms of the Cambridge Stock Plans).

(e)                                  Prior to the Effective Time, Cambridge shall take all necessary action for the adjustment of Cambridge Stock Awards under this Section 2.7; provided that such actions shall expressly be conditioned upon the consummation of the Merger and the other Transactions and shall be of no effect if this Agreement is terminated; and, provided further, that notwithstanding anything to the contrary in this Section 2.7 or otherwise in this Agreement, any assumption, adjustment or other treatment of the Cambridge Stock Awards, as contemplated

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under this Section 2.7 shall be performed in a manner that is in compliance with the adjustment requirements of Sections 409A and 424(a) of the Code and in compliance with all other applicable requirements of Section 409A of the Code such that no Tax or penalty under Section 409A shall result from such assumption, adjustment or other treatment contemplated under this Section 2.7. Holdco shall reserve for issuance a number of shares of Holdco Common Stock at least equal to the number of shares of Holdco Common Stock that will be subject to Holdco Stock Options and Holdco Equity Rights as a result of the actions contemplated by this Section 2.7.

(f)                                   At the Effective Time, if Holdco determines that it desires to do so, Holdco may assume any or all of the Cambridge Stock Plans. If Holdco elects to so assume any Cambridge Stock Plan, then under such Cambridge Stock Plan Holdco will be entitled to grant stock awards, to the extent permissible under applicable Laws, using the share reserves of such Cambridge Stock Plan as of the Effective Time (including any shares returned to such share reserves as a result of the termination or forfeiture of a Holdco Equity Right that is issued or granted in substitution of a Cambridge Stock Award pursuant to this Section 2.7), except that, following the Effective Time: (i) shares covered by such Cambridge Stock Plan will be shares of Holdco Common Stock; (ii) all references in such Cambridge Stock Plan to a number of shares will be deemed amended to refer instead to that number of shares of Holdco Common Stock (rounded down to the nearest whole share); and (iii) the Holdco Board or a committee thereof will succeed to the authority and responsibility of the Cambridge Board or any committee thereof with respect to the administration of such Cambridge Stock Plan.

(g)                                  As soon as practicable following the Effective Time, Holdco shall file a registration statement on Form S-8 (or any successor or other appropriate forms) with respect to the Holdco Common Stock subject to Holdco Equity Rights held by individuals who are employees or consultants of Holdco and its Subsidiaries immediately following the Closing Date.

(h)                                 If, as a result of the Transactions, an excise Tax is imposed under section 4985 of the Code on any equity awards granted prior to the date hereof to the officers or directors of any of the parties hereto, Holdco, or one of its Affiliates, shall indemnify such Persons for any such excise Tax obligation with respect to such equity awards (including any such excise Tax on such indemnification amounts) so that, with respect to such equity awards, they would be in the same position as if no such excise Tax had been applied, on a net after tax basis.

Section 2.8                                    Withholding. Notwithstanding anything in this Agreement to the contrary, Holdco, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the cash, Holdco Common Stock or other property otherwise payable pursuant to this Agreement (other than pursuant to Article VIII or Article IX) any amounts as may be required to be deducted and withheld with respect to the making of any payment under the Code or under any provision of state, local or foreign Tax Laws. To the extent that amounts are so withheld and paid over to the appropriate Tax Authority by Holdco, the Surviving Corporation or the Exchange Agent, as applicable, such amounts shall be treated for all purposes of this Agreement as having been paid to the recipient in respect of which such deduction and withholding was made.

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ARTICLE III

RESTRUCTURING; HOLDCO MATTERS; CLOSING

Section 3.1                                    Restructuring. To facilitate the Transactions, from the date of this Agreement until and including the Closing Date, the Parties shall cooperate and take all steps necessary to effectuate the restructuring as outlined in the steps plan set forth in Section 3.1 of the Oxford Disclosure Letter (such steps plan, the “Restructuring Steps Plan” and the steps outlined therein, the “Restructuring”) prior to the Closing, with such changes to the Restructuring Steps Plan as may be approved by each of Oxford and Cambridge (such approval not to be unreasonably withheld, conditioned or delayed). The Parties shall keep one another reasonably informed with respect to the status of, and any material developments in connection with, the Restructuring. All transfer documents required to implement the Restructuring shall be prepared by Oxford and shall be subject to prior review and approval by Cambridge, such approval not to be unreasonably withheld, conditioned or delayed.

Section 3.2                                    Holdco Matters.

(a)                                 Within twenty-seven (27) days prior to the Effective Time, Holdco will re-register as a public company limited by shares named “CF plc” (or such other name as Cambridge may select at its sole discretion) (the date of such re-registration, the “Re-Registration Date”). From the Re-Registration Date until the Effective Time, the Holdco Board shall consist of three (3) directors, each of which shall be designated by Oxford. On the Closing Date, immediately following the Effective Time, the articles of association of Holdco shall be amended and restated in their entirety and adopted substantially in the form set forth on Exhibit A, with such changes and additions thereto as shall be determined by Cambridge (the “Holdco Articles of Association”).

(b)                                 The issues of Holdco Common Stock pursuant to this Agreement shall be written up in the register of members, books of account or account records maintained under the Companies Act as fully paid up and to credit the share capital and share premium accounts of Holdco as appropriate and required by the Companies Act.

(c)                                  Cambridge and Holdco shall take all necessary action to cause the following to occur on the Closing Date, immediately following the Effective Time:

(i)                                     (A) the Holdco Board shall consist of ten (10) directors; (B) eight (8) directors of Holdco shall be designated by Cambridge prior to the Closing; provided that such persons selected are members of the Cambridge Board immediately prior to the Closing; and (C) two (2) directors of Holdco shall be designated in accordance with the Holdco Shareholder Agreement.

(ii)                                  the chairman of the Holdco Board shall be the individual who was the chairman of the Cambridge Board immediately prior to the Closing.

(iii)                               the officers of Holdco shall be the officers of Cambridge immediately prior to the Closing.

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(d)                                 Cambridge may or may procure that Holdco shall prior to the Closing enter into any arrangements with the Exchange Agent and/or any other financial institution as may be necessary to implement a custodian arrangement in respect of the Holdco Common Stock issuable as Base Share Consideration pursuant to Section 1.2(a), as Additional Share Consideration pursuant to Section 1.2(b), Distributable Consideration pursuant to Section 1.3 or as Merger Consideration pursuant to Section 2.4 and any other Holdco Common Stock the issuance of which is contemplated by this Agreement and/or to place any such Holdco Common Stock into one or more clearance systems or any combination of the above. In this Agreement, any reference to Base Share Consideration, Additional Share Consideration, Merger Consideration, Share Consideration or Holdco Common Stock shall be treated as including, where the context requires, any interest in any such custodian or clearance system which represents any Holdco Common Stock. For the avoidance of doubt, the Parties agree that Holdco shall be entitled to deliver such book-entry or other interests as Base Share Consideration, Additional Share Consideration, Election Consideration, Election Shares, Distributable Consideration, Merger Consideration and Share Consideration. Cambridge shall use commercially reasonable efforts such that the foregoing arrangements implemented with respect to the Merger Consideration shall also be implemented with respect to the Distributable Consideration. Holdco shall also use commercially reasonable efforts after the Closing to facilitate the transfer of any Retained Shares into the foregoing arrangements as, if and when such shares may be so transferred.

Section 3.3                                    Closing.

(a)                                 The closing of the Transactions (the “Closing”) shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 155 N. Wacker Dr., Chicago, IL 60606 (or, in the case of the transfer of the Holdco-Purchased Equity Interests, at the offices of the Notary), on the later of (i) a date that is five (5) Business Days after the date on which all of the conditions set forth in Article X have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time and place as the Parties may agree and (ii) the earlier of (A) any date before the commencement of or during the Marketing Period specified by Cambridge upon no fewer than five (5) Business Days’ notice to Oxford (it being understood that such date may be conditioned upon the simultaneous completion of the Financing) and (B) the first Business Day following the final day of the Marketing Period (such later date, the “Closing Date”).

(b)                                 At the Closing, Oxford and Holdco shall execute before the Notary instruments of transfer in customary form and otherwise reasonably satisfactory to Oxford and Holdco, and each of the Purchased Companies other than Firewater One will acknowledge the transfer of the relevant Holdco-Purchased Equity Interests by executing the relevant instrument of transfer before the Notary.

(c)                                  At the Closing, Oxford Chem 2 and a direct or indirect Subsidiary of Holdco shall execute before a notary, if customary, instruments of transfer in customary form and otherwise reasonably satisfactory to Oxford Chem 2 and Cambridge, and Firewater One will acknowledge the transfer of the Cambridge-Purchased Equity Interests by executing the relevant instruments of transfer before a notary, if customary.

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(d)                                 At the Closing, Oxford shall deliver or cause to be delivered to Cambridge the following:

(i)                                     Customary payoff letters and evidence of the release of Liens (other than Permitted Liens) in connection with the obligations of Oxford under Section 7.19.

(ii)                                  A certificate of compliance of Oxford signed by its chief executive officer or chief financial officer, dated the Closing Date, confirming that the conditions in Sections 10.2(a), 10.2(b), 10.2(c) and 10.2(f) (including a reasonably detailed calculation of Net Indebtedness of the Target Companies) have been satisfied.

(iii)                               Counterparts of each of the Ancillary Agreements to be delivered at the Closing to which Oxford or any of its Affiliates are parties, duly executed by an authorized officer of the applicable Person.

(e)                                  At the Closing, Cambridge shall deliver or cause to be delivered to Oxford the following:

(i)                                     A certificate of compliance of Cambridge signed by its chief executive officer or chief financial officer, dated the Closing Date, confirming that the conditions in Sections 10.3(a), 10.3(b) and 10.3(c) have been satisfied.

(ii)                                  Counterparts of each of the Ancillary Agreements to be delivered at the Closing to which Cambridge or any of its Affiliates are parties, duly executed by an authorized officer of the applicable Person.

(iii)                               By wire transfer of immediately available funds to an account or accounts designated by Oxford, the Firewater One Consideration.

(f)                                   At the Closing, Holdco shall deliver or cause to be delivered to Oxford the following:

(i)                                     A written statement from the Exchange Agent certified by the Secretary of Holdco evidencing a book entry position in the name of Oxford (or its designee) and reflecting that Oxford (or its designee) is the holder of the Share Consideration.

(ii)                                  Counterparts of each of the Ancillary Agreements to be delivered at the Closing to which Holdco or any of its Affiliates are parties, duly executed by an authorized officer of the applicable Person.

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(iii)                               By wire transfer of immediately available funds to an account or accounts designated by Oxford, the Holdco Cash Consideration, if any.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF OXFORD

Except (i) other than with respect to Sections 4.1, 4.2, 4.3, 4.4, 4.6 and 4.7, (A) as disclosed in the publicly available Oxford Reports filed with the Dutch Trade Register or the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) prior to the date of this Agreement (but excluding any risk factor disclosures contained under the heading “Risk Management and Compliance” (other than any factual information contained therein) and any disclosure of risks included in any “forward-looking statements” disclaimer), or (B) as disclosed in the publicly available MLP Reports filed with the SEC prior to the date of this Agreement (but excluding any risk factor disclosures contained under the heading “Risk Factors” (other than any factual information contained therein) and any disclosure of risks included in any “forward-looking statements” disclaimer) or (ii) as set forth in the disclosure letter delivered to Cambridge by Oxford at or prior to the execution of this Agreement (the “Oxford Disclosure Letter”) and making reference to the particular section or subsection of this Agreement to which exception is being taken (provided that any information set forth in one section or subsection of the Oxford Disclosure Letter shall also be deemed to apply to each other section or subsection thereof to which its relevance is reasonably apparent on its face). Oxford represents and warrants to Cambridge that:

Section 4.1                                    Existence; Good Standing; Corporate Authority.

(a)                                 Oxford and each Oxford Company party to any Oxford Transaction Agreement is a corporation or other legal entity duly organized, validly existing and duly qualified to do business and, to the extent such concept or a similar concept exists in the relevant jurisdiction, is in good standing under the Laws of its jurisdiction of organization and any other jurisdiction in which the character of the properties owned or leased by it therein or in which the conduct of its business requires such qualification, except where the failure to be so qualified or, where relevant, in good standing, individually or in the aggregate (i) has not had an Oxford Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions. Oxford and each Oxford Company party to any Oxford Transaction Agreement has all requisite corporate or similar organizational power and authority to own, operate and lease its properties and assets and to carry on its business, except where the failure to have such power and authority, individually or in the aggregate, (i) has not had an Oxford Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions.

(b)                                 Each of the Target Companies is a corporation or other legal entity duly organized, validly existing and duly qualified to do business and, to the extent such concept or a similar concept exists in the relevant jurisdiction, is in good standing under the Laws of its jurisdiction of organization and any other jurisdiction in which the character of the properties owned or leased by it therein or in which the conduct of its business requires such qualification, except where the failure to be so qualified or, where relevant, in good standing, individually or in

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the aggregate, has not had an Oxford Material Adverse Effect. Each of the Target Companies has all requisite corporate or similar organizational power and authority to own, operate and lease its properties and assets and to carry on its business, except where the failure to have such power and authority, individually or in the aggregate, (i) has not had an Oxford Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions. True and correct copies of the Charter Documents of each Target Joint Venture and each material Target Company have been made available to Cambridge, as amended as of the date of this Agreement.

Section 4.2                                    Authorization, Validity and Effect of Agreements. Oxford and each Oxford Company party to any Oxford Transaction Agreement has the requisite corporate or similar organizational power and authority to execute and deliver, and perform their respective obligations under, each of the Oxford Transaction Agreements entered into by such Person and, upon receipt of the Oxford Stockholder Approval, to consummate the Transactions. The execution and delivery of, and the performance of each of their respective obligations under, the Oxford Transaction Agreements entered into by such Person, and the consummation by Oxford and each Oxford Company party to any Oxford Transaction Agreement of the Transactions have been duly authorized by all requisite corporate or similar organizational action on behalf of Oxford or the applicable Oxford Company, other than the receipt of the Oxford Stockholder Approval. Assuming each Oxford Transaction Agreement constitutes the valid and legally binding obligation of the other parties thereto, each Oxford Transaction Agreement constitutes the valid and legally binding obligation of Oxford and each Oxford Company party to such Oxford Transaction Agreement, enforceable against Oxford and each Oxford Company party to such Oxford Transaction Agreement in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to creditors’ rights generally and general principles of equity.

Section 4.3                                    Capitalization of Purchased Companies. The authorized and outstanding Capital Stock of each Purchased Company is as set forth in Section 4.3 of the Oxford Disclosure Letter. Oxford is the direct or indirect owner of all Capital Stock of the Purchased Companies. All issued and outstanding Capital Stock of each Purchased Company is duly authorized and validly issued in accordance with applicable Laws and its Charter Documents and is fully paid (to the extent required by its Charter Documents), non-assessable (except to the extent such non-assessability may be affected by applicable Laws) and were not issued in violation of any preemptive rights. There are no outstanding shares of Capital Stock which, and there are no options, stock appreciation rights, restricted stock units, phantom awards, performance awards, other compensatory equity-based awards, warrants, conversion rights, calls, subscriptions, convertible securities or other rights, agreements or commitments which, in either case, obligate any Purchased Company to issue, transfer, sell or register any shares of Capital Stock of such Purchased Company. No Purchased Company has any outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the equity holders of such Purchased Company.

Section 4.4                                    Target Company Subsidiaries. The authorized and outstanding Capital Stock of each Target Company Subsidiary and each Target Joint Venture is as set forth in Section 4.4 of the Oxford Disclosure Letter. The Purchased Companies are,

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directly or indirectly, the record and beneficial owner of (a) all of the outstanding Capital Stock of each Target Company Subsidiary, other than the Target Joint Ventures and MLP and (b) all of the Capital Stock of each Target Joint Venture and MLP owned by a Target Company, in each case free and clear of any Liens. All issued and outstanding Capital Stock of each such Target Company Subsidiary and Target Joint Venture is duly authorized and validly issued in accordance with applicable Laws and its Charter Documents and is fully paid (to the extent required by its Charter Documents), non-assessable (except to the extent such non-assessability may be affected by applicable Laws) and were not issued in violation of any preemptive rights. There are no outstanding shares of Capital Stock which, and there are no options, stock appreciation rights, restricted stock units, phantom awards, performance awards, other compensatory equity-based awards, warrants, conversion rights, calls, subscriptions, convertible securities or other rights, agreements or commitments which, in either case, obligate any Target Company Subsidiary or Target Joint Venture to issue, transfer, sell or register any shares of Capital Stock of such Target Company Subsidiary or Target Joint Venture. No Target Company Subsidiary or Target Joint Venture has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the equity holders of such Target Company Subsidiary or Target Joint Venture. Except for the Capital Stock of the Target Company Subsidiaries or Target Joint Ventures, the Purchased Companies do not own, directly or indirectly, any Capital Stock in any Person. No Target Company (other than a Target Joint Venture located in China) has, and, after the Closing, Cambridge and its Subsidiaries (other than a Target Joint Venture located in China) will not have, any material Liabilities related to or on account of any Target Joint Venture located in China or any other material obligations with respect to any Target Joint Venture located in China, other than, in each case, any Liabilities or obligations related to the Distribution Agreement between DSM Trading (Shanghai) Limited and Shanxi FengHe Melamine Co., Ltd.

Section 4.5                                    No Conflict.

(a)                                 Neither the execution and delivery by Oxford or any Oxford Company party to any Oxford Transaction Agreement, the compliance by each of them with all of the provisions of and the performance by each them of their respective obligations under the Oxford Transaction Agreements, to which Oxford or such Oxford Company is a party, nor, subject to the filings and other matters referred to in Section 4.5(b), the consummation of the Transactions by Oxford or such Oxford Company in accordance with the terms thereof will: (i) subject to receipt of the Oxford Stockholder Approval, conflict with or result in a breach of any provisions of the Charter Documents of Oxford or any of its Subsidiaries; (ii) violate, or conflict with, or result in a breach of any provision of, result in any acceleration of any rights or obligations under, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or otherwise result in creation of a Lien (other than a Permitted Lien) under, any of the terms, conditions or provisions of, with respect to the Target Companies, any Material Contract, and with respect to Oxford and its other Subsidiaries, any note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, Contract, agreement, joint venture or other instrument or obligation to which Oxford or any of its Subsidiaries is a party, or by which Oxford or any of such Subsidiaries or any of their respective properties or assets may be bound or affected; or (iii) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Oxford or any of its Subsidiaries or any of their

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respective properties or assets, except as, in the case of matters described in clause (ii) or (iii), individually or in the aggregate, (x) has not had an Oxford Material Adverse Effect and (y) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions.

(b)                                 Neither the execution and delivery by Oxford or any Oxford Company party to any Oxford Transaction Agreement, the compliance by each of them with all of the provisions of and the performance by each of them of their respective obligations under the Oxford Transaction Agreements to which they are a party, nor the consummation of the Transactions by Oxford or such Oxford Company in accordance with the terms thereof, will require any Governmental Approvals other than (i) filings required under the HSR Act, (ii) filings and notifications required under applicable non-U.S. Antitrust Laws, (iii) the filing of a listing application with the NYSE pursuant to Section 7.13, and (iv) filings under the DPA ((i), (ii), (iii) and (iv) collectively, the “Regulatory Filings”), except where the failure to make or obtain such Governmental Approvals, individually or in the aggregate, (x) has not had an Oxford Material Adverse Effect and (y) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions. Except for the consents, approvals and notices listed in Section 4.5(b)(ii) of the Oxford Disclosure Letter and the Governmental Approvals set forth in the preceding sentence, neither the execution and delivery by Oxford or any Oxford Company party to any Oxford Transaction Agreement of the Oxford Transaction Agreements to which they are a party, the compliance by each of them with all of the provisions of and the performance by each of them of their respective obligations under the Oxford Transaction Agreements to which they are a party, nor the consummation of the Transactions by Oxford or any Oxford Company party to any Oxford Transaction Agreement in accordance with the terms thereof will require any consent or approval of or notice to any Governmental Body, except where the failure to obtain any such consent or approval or provide any such notice, individually or in the aggregate, (i) has not had an Oxford Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions.

Section 4.6                                    Board Approval. The Oxford Board, at a meeting duly called and held, (a) determined that the Oxford Transaction Agreements and the Transactions are in the best interests of Oxford, and its stakeholders, including the stockholders of Oxford, (b) approved the Oxford Transaction Agreements and the Transactions and (c) recommended approval of the Transactions by the stockholders of Oxford (the “Oxford Board Recommendation”). The Oxford Board has received the opinions of its financial advisors set forth in Section 4.6 of the Oxford Disclosure Letter (the “Oxford Financial Advisors”), dated August 5, 2015, substantially to the effect that, as of such date, and subject to the limitations, assumptions and other matters considered in the preparation thereof as set forth therein, the Consideration (as defined in such opinion) is fair, from a financial point of view, to the Oxford stockholders.

Section 4.7                                    Vote Required. The only approval of the stockholders of Oxford that is required for Oxford to consummate the Transactions (including pursuant to section 2:107a DCC and for the Distribution) is the affirmative vote of a simple majority of the votes cast at the Oxford Stockholder Meeting (or, only with regards to the resolution regarding the approval of the Distribution, in the event that less than one half of the issued share capital is

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represented at the Oxford Stockholder Meeting, the affirmative vote of a two-thirds (2/3) majority of votes cast at such meeting) approving the Transactions, in accordance with applicable Laws (such approval, the “Oxford Stockholder Approval”).

Section 4.8                                    Oxford Reports; Financial Statements; Indebtedness.

(a)                                 Oxford has publicly disclosed, as required by the Dutch Trade Register and the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten), all documents (including exhibits and any amendments thereto) required to be so disclosed by it since February 1, 2013, pursuant to applicable Dutch Laws (collectively, the “Oxford Reports”). As of its respective date, each Oxford Report (i) complied in all material respects with the applicable requirements of applicable Dutch Laws and (ii) was true and accurate in all material respects and did not require any further disclosure or update to prevent any such prior disclosure from being materially incorrect, misleading or incomplete by reference to the date of the relevant disclosure (except for any statements in any Oxford Report that have been modified by any further disclosure or update to such report filed with the Dutch Trade Register and the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) prior to the date of this Agreement). Each of the consolidated statements of financial position included in or incorporated by reference into the Oxford Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the applicable Dutch Governing Body with respect thereto and, in all material respects, gives a true and fair view (getrouw beeld) of the consolidated financial position of Oxford and its consolidated Subsidiaries as of its date, and each of the consolidated statements of profit or loss and other comprehensive income, cash flows and changes in equity included in or incorporated by reference into the Oxford Reports (including any related notes and schedules), in all material respects, gives a true and fair view (getrouw beeld) of the consolidated results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Oxford and its consolidated Subsidiaries for the periods set forth therein (the “Oxford Financial Statements”) (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by the applicable Laws or the applicable Dutch Governing Body and (y) normal year-end audit adjustments and any other adjustments described therein, including the notes thereto), in each case in accordance with IFRS consistently applied during the periods involved, except as may be noted therein.

(b)                                 MLP has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2013, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (collectively, the “MLP Reports”). As of its respective date, each MLP Report (i) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act, the Sarbanes-Oxley Act and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any MLP Report that have been modified by an amendment to such report filed with the SEC prior to the date of this Agreement. Each of the consolidated balance sheets included in or incorporated by reference into the MLP Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly

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presents in all material respects the consolidated financial position of MLP and its consolidated Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and member’s capital and partners’ capital included in or incorporated by reference into the MLP Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, cash flows or changes in stockholders’ equity, as the case may be, of MLP and its consolidated Subsidiaries for the periods set forth therein (the “MLP Financial Statements”) (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

(c)                                  A true and correct copy of (i) the audited financial statements as of and for the years ended December 31, 2014 and 2013 and (ii) the unaudited financial statements as of and for the six (6) months ended June 30, 2015 of IFCO (collectively, the “IFCO Financial Statements”) has been made available to Cambridge. Each of the consolidated balance sheets included in the IFCO Financial Statements (including related notes and schedules) fairly presents in all material respects the financial position of IFCO as of its date, and each of the statements of operations, member’s equity and cash flows of IFCO included in the IFCO Financial Statements (including any related notes and schedules) fairly presents in all material respects the statements of operations, member’s equity and cash flows, as the case may be, of IFCO for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnotes), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

(d)                                 A true and correct copy of (i) the audited consolidated financial statements as of and for the years ended December 31, 2014 and 2013 and (ii) the unaudited consolidated financial statements as of and for the six (6) months ended June 30, 2015 of Oxford Nitrogen (collectively, the “Nitrogen Financial Statements”) has been made available to Cambridge. Each of the consolidated balance sheets included in the Nitrogen Financial Statements (including related notes and schedules), in all material respects, gives a true and fair view (getrouw beeld) of the consolidated financial position of Oxford Nitrogen and its consolidated Subsidiaries as of the its date, and each of the consolidated statements of profit and loss, and recognized income and expense of Oxford Nitrogen and its consolidated Subsidiaries included in the Nitrogen Financial Statements (including any related notes and schedules), in all material respects, gives a true and fair view (getrouw beeld) of the consolidated statements of profit and loss, and recognized income and expense, as the case may be, of Oxford Nitrogen and its consolidated Subsidiaries for the periods set forth therein, (subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnotes), in each case in accordance with Part 9 of Book 2 of the Dutch Civil Code consistently applied during the periods involved, except as may be noted therein.

(e)                                  Section 4.8(e) of the Oxford Disclosure Letter sets forth as of the date of this Agreement the principal amount of all Indebtedness of the Target Companies for money borrowed from third parties.

(f)                                   Oxford has heretofore furnished to Cambridge true and correct copies of all comment letters from the SEC since January 1, 2013 through the date of this Agreement with

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respect to any of the MLP Reports, together with all written responses thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the MLP Reports, and, to the knowledge of Oxford, none of the MLP Reports are subject to ongoing SEC review.

(g)                                  MLP maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) designed to provide reasonable assurance to MLP regarding the reliability of MLP’s financial reporting and the preparation of financial statements for external purposes in conformity with GAAP. MLP has evaluated the effectiveness of MLP’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable MLP Report that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. MLP has disclosed, based on the most recent evaluation of internal control over financial reporting prior to the date of this Agreement, to MLP’s auditors and the audit committee (A) all “significant deficiencies” and “material weaknesses” in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect MLP’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in MLP’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Cambridge prior to the date of this Agreement. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standard No. 5, as in effect on the date of this Agreement.

(h)                                 MLP maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) reasonably designed to ensure that all information required to be disclosed by MLP in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to MLP’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of MLP required under the Exchange Act with respect to such reports.

(i)                                     To the knowledge of Oxford, as of the date of this Agreement, there are no governmental inquiries or investigations or internal investigations pending or threatened in each case regarding any accounting practices of the Target Companies or the Oxford Companies (with respect to the Business or any Target Company) or any malfeasance by any director or executive officer of any Target Company or the Oxford Companies (with respect to the Business or any Target Company).

Section 4.9                                    Absence of Undisclosed Liabilities. To the knowledge of Oxford, as of the date of this Agreement, none of the Target Companies has any liabilities or obligations (whether or not accrued, contingent or otherwise) required by IFRS or GAAP, as applicable, to be reflected on its consolidated balance sheet or statement of financial position, except for liabilities and obligations:

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(a)                                 reflected on or reserved against in (i) the IFCO Financial Statements as of June 30, 2015; (ii) the Nitrogen Financial Statements as of June 30, 2015; (iii) the MLP Financial Statements as of the most recent period ended date prior to the date of this Agreement that was filed with the SEC; and (iv) to the extent relating to the Business, the Oxford Financial Statements as of the most recent period ended prior to the date of this Agreement that was filed with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten);

(b)                                 incurred in the ordinary course of business consistent with past practice since (i) June 30, 2015 in the case of IFCO and its Subsidiaries and Oxford Nitrogen and its Subsidiaries; (ii) in the case of MLP and its Subsidiaries, the most recent period ended date prior to the date of this Agreement that was filed with the SEC and (iii) in the case of Oxford and its Subsidiaries, the most recent period ended date prior to the date of this Agreement that was filed with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten); or

(c)                                  that have not had, and would not reasonably be expected to have, individually or in the aggregate, an Oxford Material Adverse Effect.

Section 4.10                             Absence of Certain Changes.

(a)                                 From December 31, 2014 until the date of this Agreement, and except for the Transactions, each of the Target Companies has conducted the Business in all material respects in the ordinary course consistent with past practice.

(b)                                 From December 31, 2014 until the date of this Agreement, there has been no change, development, event, occurrence, effect or state of facts that has had an Oxford Material Adverse Effect.

(c)                                  From December 31, 2014 until the date of this Agreement, and except for the Transactions, there has not been any action taken by Oxford (and Oxford has not caused or permitted any Target Company to take any action) that, if taken during the period from the date of this Agreement through the Closing Date without Cambridge’s consent, would constitute a breach of clauses (8), (9), (15), (16) or (20) of Section 7.1(b).

Section 4.11                             All Assets of Business.

(a)                                 As of the Closing Date, the Oxford Companies will not hold any material assets (whether tangible or intangible), rights or properties used in the Business. One or more of the Target Companies has good and valid title or a valid leasehold interest in all of the material tangible personal property used in, or held for use by, the Business free and clear of any Liens other than Permitted Liens.

(b)                                 No Target Company has entered into any amendments to the applicable Contracts of any of the Target Companies pursuant to, or has made any payments under, that certain letter agreement, dated as of November 14, 2014, between Orascom Holding Cooperatief U.A. and Oxford (the “Reimbursement Agreement”).

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Section 4.12                             Title to Purchased Equity Interests. Oxford or one or more of its wholly-owned Subsidiaries have good, valid and marketable title (or the jurisdictional equivalent) to all of the Purchased Equity Interests, free and clear of any Liens.

Section 4.13                             Compliance with Laws; Permits.

(a)                                 Except as has not had an Oxford Material Adverse Effect, no Target Company is, or since February 1, 2013, has been, in violation of any applicable Law, and no written claim is pending or, to the knowledge of Oxford, threatened, by a Governmental Body, with respect to any such matters.

(b)                                 Except as has not had an Oxford Material Adverse Effect, the Target Companies hold or have obtained all Governmental Approvals that are necessary to entitle (i) the Target Companies to carry on and conduct the Business to the extent currently conducted by them and (ii) Oxford to invest, directly or indirectly, in the Target Companies (collectively, the “Oxford Governmental Permits”). To the knowledge of Oxford, there are no material impediments to each of IFCO and Natgasoline obtaining all material Governmental Approvals that will be necessary to entitle it to carry on and conduct its portion of the Business once operational. The Target Companies are in compliance with all terms and conditions of the Oxford Governmental Permits and all Oxford Governmental Permits are valid and in full force and effect and there exists no default thereunder or breach thereof, in each case except as has not had, individually or in the aggregate, an Oxford Material Adverse Effect. No Governmental Body has taken, or to the knowledge of Oxford, threatened to take, any action to terminate, cancel or reform any Oxford Governmental Permit except as has not had, individually or in the aggregate, an Oxford Material Adverse Effect.

(c)                                  As of the date of this Agreement, (i) there are no material lawsuits, claims, suits or proceedings pending or, to the knowledge of Oxford, threatened, against any Target Company or any of their assets or properties, (ii) to the knowledge of Oxford, no material investigations are pending or have been threatened by any Governmental Body and (iii) there are no material lawsuits, claims, suits or proceedings against any director or officer of any Target Company relating to the performance of their duties as directors or officers, as applicable.

(d)                                 No material order, writ, fine, injunction, decree, judgment, award or determination of any Governmental Body or any arbitral or other dispute resolution body has been issued or entered against any Target Company or any of their respective assets or properties.

Section 4.14                             Taxes.

(a)                                 All material Tax Returns required to be filed by or on behalf of each Target Company have been duly and timely filed with the appropriate Tax Authority (after giving effect to any valid extensions of time within which to make such filings), and all such Tax Returns are true, correct, and complete in all material respects. All material Taxes (whether or not shown on any Tax Return) required to be paid by each Target Company have been timely paid. All required material estimated Tax payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of each Target Company.

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(b)                                 Each Target Company has complied in all material respects with all applicable Laws relating to the withholding of Taxes and have duly withheld and paid over to the appropriate Tax Authority all material Taxes required to be so withheld and paid over.

(c)                                  No Target Company has waived any statute of limitations in respect of material Taxes or agreed to any extension of time with respect to a material Tax assessment or deficiency, which waiver or extension is currently in effect. No Target Company is currently the beneficiary of any extension of time within which to file any Tax Return, other than an extension which is automatically granted upon the request of a taxpayer.

(d)                                 All material deficiencies asserted in writing or material assessments made in writing as a result of any examinations by any Tax Authority of Tax Returns of any Target Company have been fully paid, and no other material audits or material investigations by any Tax Authority relating to any Tax Returns of any Target Company are in progress with respect to which any Target Company or Oxford Company has received written notice from a Tax Authority.

(e)                                  No Target Company will be required to include any material item of income or exclude any material item of deduction from taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) closing or similar agreement with any Tax Authority executed on or prior to the Closing Date, (ii) change in method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date, (iii) intercompany transaction occurring on or before the Closing or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. Law) existing on the Closing Date, or (iv) prepaid amount received on or prior to the Closing Date.

(f)                                   No Target Company is a party to any Tax allocation or sharing agreement with a Person (other than another Target Company), other than agreements entered into by any Target Company in the ordinary course of its business, the primary purpose of which does not relate to Taxes.

(g)                                  No Target Company (i) has been a member of an Affiliated Group filing a consolidated federal income Tax Return (other than an Affiliated Group the common parent of which is another Target Company) or (ii) has any liability for Taxes of any Person (other than another Target Company) arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or non-U.S. Law.

(h)                                 There are no Liens for Taxes on any of the Purchased Equity Interests or any of the assets of any of the Target Companies, other than Permitted Liens.

(i)                                     Except with respect to the Separation, no Target Company has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in a distribution within the past two (2) years or which could constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Transactions.

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(j)                                    All material related party transactions involving each of the Target Companies have been conducted at arm’s length in compliance with Section 482 of the Code and the Treasury Regulations promulgated thereunder and any similar provision of non-U.S., state and local law, and each Acquired Company has maintained in all material respects all necessary documentation in connection with such related party transactions in accordance with Sections 482 and 6662 of the Code and the Treasury Regulations promulgated thereunder and any similar provision of non-U.S., state and local law.

(k)                                 No Target Company is a “controlled foreign corporation” within the meaning of Section 957 of the Code.

(l)                                     No Target Company has engaged in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2).

(m)                             No Target Company has any Tax liability resulting from or in connection with Oxford’s and its Affiliates’ exit from Egypt or the separation of Oxford Construction Limited and its Affiliates from Oxford and its Affiliates.

(n)                                 Each Target Company is and has been throughout the past seven (7) years, or for the period of a Target Company’s existence if less than seven (7) years, resident for Tax purposes in its jurisdiction of incorporation and no Target Company is or has been a resident or subject to Tax in any jurisdiction other than that of its incorporation for any Tax purpose. No Target Company is an agent of another Person for the purpose of assessing the latter to Tax in the country of residence of that Target Company.

(o)                                 There are no material agreements, concessions, dispensations, permissions, undertakings or other arrangements of any Target Company which have been made with or by any Tax Authority regarding or affecting the Tax treatment of any Target Company.

Section 4.15                             Oxford Benefit Plans.

(a)                                 Section 4.15(a) of the Oxford Disclosure Letter contains a list of all material Oxford Benefit Plans. Oxford has provided or made available to Cambridge true and complete copies of the material, written Oxford Benefit Plans, all material amendments thereto and, if applicable and material, the most recent trust agreements, Forms 5500, summary plan descriptions and all summaries of material modifications, funding statements, annual reports, actuarial reports and Internal Revenue Service determination or opinion letters for each such plan.

(b)                                 All applicable reporting and disclosure requirements have been met in all material respects with respect to the Oxford Benefit Plans; to the extent applicable, the Oxford Benefit Plans comply in all material respects with the requirements of ERISA and the Code and with all other Laws of any applicable jurisdiction, and any Oxford Benefit Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the Internal Revenue Service and to the knowledge of Oxford, nothing has occurred that would reasonably be expected to affect such qualification; the Oxford Benefit Plans have been maintained and operated in all material respects in accordance with their terms, and there are no breaches of fiduciary duty in connection with the Oxford Benefit Plans; there

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are no pending or, to the knowledge of Oxford, threatened claims against or otherwise involving any Oxford Benefit Plans, and no suit, action or other litigation (excluding routine claims for benefits incurred in the ordinary course of Oxford Benefit Plan activities) has been brought against or with respect to any Oxford Benefit Plans, in each case except as would not reasonably be expected to result in any material liability; and all contributions, premiums and other payments required to have been made with respect to the Oxford Benefit Plans have been timely made or provided for or accrued in accordance with IFRS or GAAP.

(c)                                  No Oxford Benefit Plan is (i) a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA), (ii) a “multiple employer plan” (within the meaning of Section 413(c) of the Code) or (iii) subject to Title IV or Section 302 of ERISA or Section 412 of the Code.

(d)                                 (i) Neither the execution of the Oxford Transaction Agreements nor the consummation of the Transactions shall cause any payments or benefits to any current or former employee, officer or director of any Target Company to either be subject to an excise Tax or be non-deductible under Sections 4999 and 280G of the Code, respectively, whether or not some other subsequent action or event would be required to cause such payment or benefit to be triggered and (ii) the execution of, and performance of the Transactions as contemplated by, the Oxford Transaction Agreements shall not (either alone or upon the occurrence of any additional or subsequent event) constitute an event under any Benefit Plan, policy, arrangement or agreement or any trust or loan (in connection therewith) that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of Indebtedness, vesting, distribution, increase in benefits or obligations to fund benefits with respect to any Affected Employee. Notwithstanding the foregoing, no Target Benefit Plan, policy, arrangement or agreement or any trust or loan will or may result in any payment (whether of severance or pay or otherwise), acceleration, forgiveness of Indebtedness, vesting, distribution, increase in benefits or obligations to fund benefits with respect to any current or former employee, officer or director of any Target Company as a result of the Transactions contemplated by the Oxford Transaction Agreements (either alone or upon the occurrence of any additional or subsequent event).

(e)                                  No Target Benefit Plan covering Affected Employees based in the United States provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for Affected Employees for periods extending beyond their retirement or other termination of service other than coverage mandated by Law.

(f)                                   Since January 1, 2005, each Oxford Benefit Plan that is a nonqualified deferred compensation plan or arrangement has been maintained in good faith operational compliance with Section 409A of the Code and, at all times since December 31, 2008, each Oxford Benefit Plan that is a nonqualified deferred compensation plan or arrangement has been in documentary compliance with Section 409A of the Code, except for such noncompliance that may be corrected under IRS Notice 2008-113, IRS Notice 2010-6 or IRS Notice 2010-80 or has not had, individually or in the aggregate, an Oxford Material Adverse Effect.

(g)                                  All grants made under the OCI N.V. 2013 Employees Incentive Plan and the Rules of the OCI N.V. Bonus/Matching Plan (together, the “Oxford Equity Plans”) to employees of the Target Companies, Oxford or any of their respective Affiliates who will

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become Affected Employees as of the Effective Time and that are outstanding as of immediately prior to the Effective Time shall be treated by Oxford in accordance with the terms of such plans and any award agreements governing such grants and no payment or other treatment with respect to such grants shall result in any liability to any such employee or other Person under Section 409A of the Code. Neither Cambridge, Holdco or any of their respective Affiliates shall at any time have any liability under or with respect to the Oxford Equity Plans or any grants or awards made thereunder.

(h)                                 With respect to all Oxford Benefit Plans that are not subject to Laws of the United States (the “Oxford Foreign Business Plans”), (i) each such Oxford Foreign Business Plan is in material compliance with all applicable Laws and has been operated in accordance with its terms and (ii) all contributions required to have been made under such Oxford Foreign Business Plans have been timely made and all liabilities thereunder have been properly accrued on (A) the MLP Financial Statements; (B) the IFCO Financial Statements; or (C) the Nitrogen Financial Statements, as applicable.

Section 4.16                             Labor Matters.

(a)                                 To the knowledge of Oxford, no Target Company has received any written notice of resignation since June 30, 2015 from any executive officer actively employed as of the date hereof.

(b)                                 The Parties acknowledge that one or more Target Companies may be party to, or may be bound by, a Collective Bargaining Agreement (including to or by the Oxford Nitrogen Collective Bargaining Agreement and other Collective Bargaining Agreements as ordinarily applicable to the industry or business in which the Target Companies operate), that a Collective Bargaining Agreement is or may be currently negotiated, and that unions, labor organizations, works councils or similar employee representatives are active within any of the Target Companies. The provisions of any Collective Bargaining Agreement applicable to one or more Target Companies largely contain working arrangements that are customary to the industry or business in which such Target Companies operate. To the knowledge of Oxford, there are no organizational efforts by any union, labor organization, works council or similar employee representative body being made or threatened in connection with the Business.

(c)                                  No Target Company (i) has received any written complaint of any unfair labor practice or other unlawful employment practice or any written notice of any material violation of any Laws with respect to the employment or engagement of individuals by, or the employment practices of, any Target Company or the work conditions or the terms and conditions of employment and wages and hours of their respective businesses and (ii) there are no unfair labor practice charges or other employee-related complaints against any Target Company pending or, to the knowledge of Oxford, threatened, before any Governmental Body by or concerning the employees or independent contractors working in the Business, the Target Companies or otherwise, in each case of (i) and (ii) that would reasonably be expected to result in any material liability.

(d)                                 Each Target Company is in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment of

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employees, former employees and prospective employees, working conditions of independent contractors, former independent contractors and prospective independent contractors, wages and hours, pay equity, discrimination, wrongful discharge, collective bargaining, fair labor standards, occupational health and safety, health and labor insurance programs, personal rights, equal employment opportunity, immigration, work authorization, social security, workers’ compensation, affirmative action, leave issues, plant closures, layoffs or any other labor and employment-related matters and no Target Company is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or independent contractors or employment practices. Each Dutch Target Company has implemented or is in the process of implementing the Dutch Work and Security Act (Wet Werk en Zekerheid) which came into force on July 1, 2015.

(e)                                  To the knowledge of Oxford, with respect to the Business, all Affected Employees of any Oxford Company or any Target Company have been properly classified as “employees” or “independent contractors” (or the equivalent foreign terms) and as “exempt” or “non-exempt” (or equivalent foreign terms) for all purposes in the jurisdictions where such classifications are applicable, and all compensation paid to the Affected Employees of the Target Companies has been properly reported for all such purposes.

(f)                                   In the last twelve (12) months no Target Company has been involved in any industrial strike, or any material industrial or trade dispute or any dispute or negotiation regarding a claim with any trade union or other body representing employees or former employees of any Target Company.

(g)                                  The execution of this Agreement and the consummation of the Transactions will not result in any breach or other violation of any Collective Bargaining Agreement, and in connection with the execution of this Agreement and the consummation of the Transactions, either: (i) any Target Company other than Oxford Nitrogen is not required to provide notice to or consult with or (ii) any Target Company (including Oxford Nitrogen) has timely provided any required notice to, or has timely completed any required consultation procedure with and, if applicable, has obtained an unconditional advice from, any labor union, works council or other labor organization or Governmental Body, pursuant to any Collective Bargaining Agreement to which any Target Company is a party or bound, or pursuant to applicable Laws.

Section 4.17                             Environmental Matters.

(a)                                 Each Target Company is, and for the previous five (5) years has been, in compliance with all applicable Environmental Laws and Environmental Permits with respect to the Business and the ownership and operation of the Oxford Real Property, excluding such noncompliance that has not had, individually or in the aggregate, an Oxford Material Adverse Effect. To the knowledge of Oxford, no environmental condition or environmental compliance issue exists at any of the Oxford Real Property that interferes with the conduct of their respective businesses thereon in the manner now conducted or that is reasonably likely to interfere with continued compliance with any applicable Environmental Law, excluding such condition or noncompliance that has not had, individually or in the aggregate, an Oxford Material Adverse Effect.

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(b)                                 Excluding any of the following matters that have been fully resolved with no further obligations, financial or otherwise, or potential or future liability, no Target Company: (i) has received any written notice of noncompliance with, violation of, or liability or potential liability under, any Environmental Law; (ii) is subject to any consent decree, settlement agreement or order or is subject to any order of any Governmental Body or tribunal under any Environmental Law; (iii) is subject to any Environmental Claims; or (iv) has received any requests for information, including pursuant to CERCLA or the Clean Air Act, or other notices indicating that said Target Company is the subject of an investigation pursuant to Environmental Law, except, in each case, that has not had, individually or in the aggregate, an Oxford Material Adverse Effect.

(c)                                  The Target Companies (or where applicable and to the knowledge of Oxford, third parties providing site services to the Target Companies at the complex in Beaumont, Texas) hold all material Environmental Permits required for the construction, modification, operation and maintenance of the Oxford Real Property and the conduct of the Business as conducted as of the date of this Agreement and as of the Closing Date (collectively, the “Oxford Environmental Permits”). The Target Companies (or where applicable and to the knowledge of Oxford, third parties providing site services to the Target Companies at the complex in Beaumont, Texas) are in compliance with all terms and conditions of the Oxford Environmental Permits, excluding any noncompliance, that has not had, and would not reasonably be expected to have, individually or in the aggregate, an Oxford Material Adverse Effect. The Oxford Environmental Permits are valid and in full force and effect, and all renewals have been timely applied for, except as has not had, individually or in the aggregate, an Oxford Material Adverse Effect. No Governmental Body has provided written notice of any actual or threatened action to terminate, suspend, cancel or reform any material Oxford Environmental Permit, provided, that with respect to such Environmental Permits held by third parties, the foregoing shall be subject to the knowledge of Oxford.

(d)                                 There have been no Releases of Materials of Environmental Concern at the Oxford Real Property that have had, individually or in the aggregate, an Oxford Material Adverse Effect under Environmental Laws, and, to the knowledge of Oxford, there have been no Releases of Materials of Environmental Concern at properties that were formerly owned, operated or leased by the Target Companies that have had, individually or in the aggregate, an Oxford Material Adverse Effect.

(e)                                  None of the Oxford Real Property is subject to a Lien (other than a Permitted Lien) or an activity or use limitation issued or filed pursuant to Environmental Laws that would be reasonably likely to prohibit, restrict or limit the use of the Oxford Real Properties in a manner that is materially inconsistent with the use of such properties as of the date of this Agreement.

(f)                                   None of the Target Companies, by agreement has assumed or retained any liabilities arising pursuant to Environmental Law of any other Person, including any former owners or operators of the Oxford Real Property or any predecessors of the Target Companies, except for such liabilities that have not had, and would not reasonably be expected to have, individually or in the aggregate, an Oxford Material Adverse Effect.

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Section 4.18                             Intellectual Property.

(a)                                 Section 4.18(a) of the Oxford Disclosure Letter contains an accurate and complete list (in all material respects) of (i) all material United States and foreign Patents, Trademarks and copyright registrations and applications owned by any Target Company that are part of the Oxford Intellectual Property Rights (the “Registered Oxford IP Rights”); (ii) all material Target Company IP Contracts (excluding shrink wrap, click-wrap or other readily commercially available similar licenses with respect to off-the-shelf software) pursuant to which any Target Company has been granted the right by a third party to use in the Business any material Intellectual Property, accurately describing the title of each agreement and the parties thereto; (iii) all material Target Company IP Contracts (excluding non-exclusive licenses to customers, suppliers, distributors or service providers that are ancillary to the purpose of such agreements as entered into in the ordinary course of business) pursuant to which any Target Company grants to any third party the right to use any material Oxford Intellectual Property Rights, accurately describing the title of each agreement and the parties thereto.

(b)                                 (i) The Intellectual Property owned by the Target Companies or licensed from third parties constitute all of the material Intellectual Property used or held for use in the Business; (ii) the execution, delivery and performance of the Oxford Transaction Agreements and the consummation of the Transactions will not cause the forfeiture, termination, cancellation or abandonment of any of the Registered Oxford IP Rights, or termination of or loss of rights under any of the Target Company IP Contracts, subject to the expiration of any of the Registered Oxford IP Rights pursuant to applicable Law, except as, individually or in the aggregate, would not materially impair or interfere with the Business; (iii) all Registered Oxford IP Rights are in effect and subsisting and, to the knowledge of Oxford, none of the Registered Oxford IP Rights are being opposed or are the subject of any interference, reexamination request or other similar proceeding requesting reconsideration of the grant of such rights; (iv) the Target Companies have entered into agreements with, or have otherwise required assignment (including by operation of Law) by, its employees and contractors as reasonably required to assign to the Target Companies such employees’ and contractors’ (as applicable) ownership rights in any material Oxford Intellectual Property Rights purported to be owned by the Target Companies; and (v) the Target Companies have each taken reasonable measures to protect the confidentiality of any material trade secrets included in the Oxford Intellectual Property Rights.

(c)                                  Except as has not had, individually or in the aggregate an Oxford Material Adverse Effect: (i) no claim or litigation asserting infringement, misappropriation or other violation of any Oxford Intellectual Property Rights owned by any Target Company is pending or threatened in writing by any Target Company, or, to the knowledge of Oxford, any other Person; (ii) no claim or litigation challenging the validity or enforceability of any of the Oxford Intellectual Property Rights owned by any Target Company is pending or threatened in writing against any Target Company; (iii) to the knowledge of Oxford, no Person is infringing, misappropriating or otherwise violating the Oxford Intellectual Property Rights owned by any Target Company; (iv) the conduct of the Business as presently conducted and as conducted since February 1, 2013, including any product, service or activity of the Business, does not infringe, misappropriate or otherwise violate the Intellectual Property of any Person; and (v) no Target Company has, since February 1, 2013, received any written charge, complaint, claim or notice

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alleging that the conduct of the Business has infringed, misappropriated or otherwise violated any Intellectual Property of any Person.

(d)                                 Since February 1, 2013, there have been no security breaches of or disruptions to any Target Company’s respective information technology systems that have had, or would reasonably be expected to have, individually or in the aggregate, an Oxford Material Adverse Effect.

Section 4.19                             Insurance. Section 4.19 of the Oxford Disclosure Letter contains a complete and accurate list of all material insurance maintained with respect to the Target Companies, the conduct of the Business and the Oxford Real Property. All such policies are now and will be until the Closing in full force and effect with no premium arrearages. As of the date of this Agreement, to the knowledge of Oxford, Oxford (with respect to the Business) and the Target Companies have given to their respective applicable insurers in a timely manner all material notices required to be given under their third-party insurance policies with respect to all material claims and actions covered by third-party insurance. As of the date of this Agreement, there is no material claim pending regarding the Target Companies or the Business under any of such material policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies. No Target Company has received any written notice or other communication from any such insurance company canceling or materially increasing the premiums of any of said insurance policies, other than increases in connection with Oxford’s annual renewals and, to Oxford’s knowledge, no such cancellation or premium increase is threatened.

Section 4.20                             Material Contracts.

(a)                                 Section 4.20(a) of the Oxford Disclosure Letter sets forth a list of each of the following types of Contracts to which any of the Target Companies (other than the Target Joint Ventures) is a party or any of their respective assets or properties are bound, as of the date of this Agreement (the agreements, arrangements and plans that are required to be set forth in Section 4.20(a) of the Oxford Disclosure Letter, are referred to herein as “Material Contracts”):

(i)                                     any agreement relating to Indebtedness including intercreditor and security agreements, or Contracts under which any Target Company has advanced or loaned any Person, in each case with any outstanding obligations in excess of $15 million;

(ii)                                  any material joint venture agreements, strategic partnership agreements, limited liability company operating agreements or other similar Contracts relating to the formation, creation, operation, management or control of any partnership, strategic alliance or joint venture, including any related supply, transport, off-take, marketing, profit-sharing, take-or-pay, sales or other similar agreements, other than any such Contract solely between Target Companies;

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(iii)                               any agreement or series of related agreements, including any option agreement, relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise) since January 1, 2012, for consideration exceeding $25 million, including any option agreement, relating to the acquisition of any material real property, entered since January 1, 2015 and under which sales have not yet closed but which agreements remain in force, for consideration exceeding $25 million;

(iv)                              any agreement (including any exclusivity agreement) that purports to limit or restrict in any material respect either (A) the type of business in which any Target Company (or, after the Effective Time, the Holdco or its Subsidiaries) may engage, (B) the manner or locations in which any of them may so engage, or (C) that could require the disposition of any material assets or line of business;

(v)                                 any material agreement with any Related Person;

(vi)                              any agreement providing for the production by any Target Company of any product on an exclusive or requirements basis or the purchase by any Target Company of any product on an exclusive or output basis other than (A) agreements that cannot be cancelled by a Target Company without material penalty upon no more than ninety (90) days’ notice or (B) agreements with total outstanding obligations of less than $10 million;

(vii)                           any agreement providing for the sale of any product or purchase of any raw materials with a term of three (3) years or longer or with total outstanding obligations over $5 million and that certain Contract set forth on Section 4.20(a)(vii) of the Oxford Disclosure Schedules, other than purchase orders entered into in the ordinary course of business consistent with past practice and agreements that cannot be cancelled by a Target Company without material penalty upon no more than ninety (90) days’ notice;

(viii)                        any agreement with a “most-favored-nations” pricing provision that purports to limit or restrict in any material respect any Target Company that cannot be cancelled by a Target Company without material penalty upon no more than ninety (90) days’ notice;

(ix)                              the Wever Construction Contracts, the Natgasoline Construction Contracts and any other material construction, engineering, procurement, license, supply, interconnection, transportation or other similar material contract related to any

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Oxford Real Property, and any material amendments, supplements, change orders or other material modifications related thereto;

(x)                                 any gas supply agreement, offtake agreements, hedging agreements related to supply or offtake, and any related or similar agreements;

(xi)                              any agreement, including any Oxford Real Property Lease, regarding or granting a material leasehold or similar interest used or occupied by a Target Company;

(xii)                           any material agreement with any Governmental Body;

(xiii)                        any agreement by which any Target Company licenses or otherwise obtains the right to use material Intellectual Property rights of any other Person (excluding shrink wrap, click-wrap or other readily commercially available similar licenses with respect to off-the-shelf software) or by which any Target Company is restricted in its right to use or register, or licenses or otherwise permits any other Person to use, enforce or register any material Intellectual Property (excluding non-exclusive licenses to customers, suppliers, distributors or service providers that are ancillary to the purpose of such agreements as entered into in the ordinary course of business); and

(xiv)                       any Collective Bargaining Agreement.

(b)                                 Each Material Contract is in full force and effect, except for terminations, or expirations at the end of the stated term, in each case, in the ordinary course of business consistent with past practice or, if after the date of this Agreement, in compliance with Section 7.1, and each Target Company has performed all obligations required to be performed by them under each Material Contract to which they are party, except where such failure to be in full force and effect or such failure to perform, has not had, individually or in the aggregate, an Oxford Material Adverse Effect. Except for such matters as have not had, individually or in the aggregate, an Oxford Material Adverse Effect, no Target Company (i) has received written notice of, any breach of or violation or default under (nor, to the knowledge of Oxford, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract or (ii) has received written notice of the intention of the other party or parties to any such Material Contract to exercise any rights such party has to cancel, terminate or repudiate such Material Contract. Each Material Contract is enforceable by a Target Company in accordance with its terms, subject to applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally and general principles of equity, except where such unenforceability has not had, individually or in the aggregate, an Oxford Material Adverse Effect. True, correct and complete copies of each Material Contract (including all modifications and amendments thereto and waivers thereunder) have been made available to Cambridge.

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Section 4.21                             Real Property Matters.

(a)                                 Section 4.21(a) of the Oxford Disclosure Letter lists, and includes the street address (if applicable), all real property that Oxford or any of its Subsidiaries owns in fee (or the jurisdictional equivalent) as of the date hereof and is used or held for use in the Business (collectively, the “Oxford Owned Real Property”) and, for each of those properties, the title holder of such property (it being understood that the Natgasoline Existing Parcel shall be partitioned and subdivided prior to the Closing in accordance with Section 7.33).

(b)                                 The Target Companies own legal and valid fee simple title (or the jurisdictional equivalent) to the Oxford Owned Real Property free and clear of any Liens, other than Permitted Liens (it being understood that the Natgasoline Existing Parcel shall be partitioned and subdivided prior to the Closing in accordance with Section 7.33), and neither Oxford nor any Subsidiary of Oxford has leased to any third party or granted to any third party the right to use or occupy the Oxford Owned Real Property or any portion thereof.

(c)                                  Section 4.21(c) of the Oxford Disclosure Letter lists and correctly describes all material real property that (i) is leased, subleased, licensed or otherwise used or held by any Target Company and (ii) is leased, subleased, licensed or otherwise used or held by an Oxford Company, in connection with the Business as of the date hereof (collectively, the “Oxford Leased Real Property” and, together with the Oxford Owned Real Property, the “Oxford Real Property”) and, for each of those properties, identifies the lease, sublease, license or occupancy agreement, as applicable, and all amendments thereto (each, an “Oxford Real Property Lease”), the counterparty to the Oxford Real Property Lease and either the address of such property or the legal description of such property. A true, correct and complete copy of each Oxford Real Property Lease has been made available to Cambridge.

(d)                                 (i) The Target Companies have valid leasehold (or, as applicable, license or other contractual) interests in the Oxford Leased Real Property, free and clear of any Liens, other than Permitted Liens, (ii) each Oxford Real Property Lease is in full force and effect, (iii) each Oxford Real Property Lease is a valid, binding and enforceable obligation of the applicable Target Company and, to the knowledge of Oxford, the other parties thereto, subject in each instance to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to creditors’ rights and general principles of equity, except as has not had an Oxford Material Adverse Effect and (iv) no Target Company has received or given any written notice of any material default or is in material breach of any Oxford Real Property Lease and, to the knowledge of Oxford, no counterparty to any Oxford Real Property Lease is in material breach thereof.

(e)                                  Section 4.21(e) of the Oxford Disclosure Letter lists and correctly describes all real property with respect to which a Target Company holds a right of first option, right to purchase or other similar right as of the date hereof (each, an “Oxford Purchase Option”) and lists the counterparty to such agreement and the address of such property. A true, correct and complete copy of each Oxford Purchase Option has been made available to Cambridge.

(f)                                   To the knowledge of Oxford, the Oxford Owned Real Property (i) has access to and from public highways, streets and roads and there is no proceeding pending or, to

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the knowledge of Oxford, threatened that could result in the termination of or material limitations on such access, (ii) is connected to and serviced by utilities, public services or by other private providers of utilities and inputs that service the Oxford Owned Real Property and (iii) has sufficient appurtenant easement or other similar rights providing for the transport of outputs from the Iowa Fertilizer Plant, the Beaumont Complex and the Natgasoline Complex, all of which are adequate for the use of the real property listed thereon to conduct the Business except to the extent, in each case, such failure, has not had, individually or in the aggregate, an Oxford Material Adverse Effect. There are no pending proceeding of which Oxford has received written notice or, to the knowledge of Oxford, threatened proceedings to take all or any portion of the Oxford Owned Real Property or any interest therein or portion thereof by eminent domain or any condemnation proceeding (or the equivalent proceedings in other jurisdictions) or any sale or disposition in lieu thereof. The use or occupancy of the Oxford Owned Real Property (or any portion thereof) or the conduct of the Business thereon is not dependent on a “permitted non-conforming use” or “permitted non-conforming structure” or similar variance, exemption or approval from any Governmental Body.

Section 4.22                             Compliance with Customs & International Trade Laws.

(a)                                 During the past five (5) years, the Target Companies have been in compliance with all applicable Customs & International Trade Laws and there are no unresolved formal claims concerning the liability of any Target Company under such Laws. Without limiting the foregoing: (i) at all times during the past five (5) years the Target Companies and, to the knowledge of Oxford, Persons acting on their behalf have obtained all import and export licenses and all other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings required for the export, import or reexport of goods, services, software and technology required for the Business, including Customs & International Trade Authorizations; (ii) during the past five (5) years no Governmental Body has initiated any proceedings or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of a Customs & International Trade Authorization, debarment, or denial of future Customs & International Trade Authorizations against any Target Company or director, officer or, to the knowledge of Oxford, employee or agent, of any Target Company (in their capacity as such) in connection with any actual or alleged violation of any applicable Customs & International Trade Laws; and (iii) to the knowledge of Oxford, in the last five (5) years, there have been no claims, investigations, or requests for information by a Governmental Body with respect to each Target Company’s Customs & International Trade Authorizations and compliance with applicable Customs & International Trade Laws.

(b)                                 No Target Company and no director, officer or, to the knowledge of Oxford, employee of any Target Company: (i) is a Sanctioned Person; or (ii) has pending or, to the knowledge of Oxford, threatened claims against it with respect to Sanctions.

(c)                                  Each Target Company and any director, officer or, to the knowledge of Oxford, employee of any Target Company: (i) is in compliance in all material respects with, and has not in the past five (5) years materially violated, Sanctions; and (ii) has in place adequate controls and systems reasonably designed to ensure compliance with applicable Laws pertaining to Sanctions in each of the jurisdictions in which the Target Companies do or in the past have done business.

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(d)                                 During the past five (5) years, no director or officer or, to the knowledge of Oxford, employee, or other Representative (or Persons performing equivalent functions) of any Target Company (i) has been or is currently an officer, employee or agent of any Governmental Body (including any business or corporate entity owned, controlled or managed by a Governmental Body, such as a government-owned or government-controlled oil company or bank) or (ii) has, directly or indirectly, offered, or promised to pay or given any payment of money or anything of value regardless of form, whether in money, property, gifts or services, to (A) any officer, employee or agent of any Governmental Body (including any business or corporate entity owned, controlled or managed by a Governmental Body, such as a government-owned or government-controlled oil company or bank), or any Person acting in an official capacity or performing public duties or functions on behalf of any such Governmental Body (including any business or corporate entity owned, controlled or managed by a Governmental Body, such as a government-owned or government-controlled oil company or bank), (B) any political party or official thereof, (C) any candidate for public office or (D) any officer, employee or agent of a public international organization, including the United Nations, the International Monetary Fund or the World Bank, in order to obtain, retain or direct business or obtain any improper advantage, in each case, in violation of any applicable Customs & International Trade Laws.

(e)                                  During the past five (5) years, (i) the Target Companies have kept books and records of the Business that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of such Target Companies and (ii) Oxford has maintained a system of internal accounting controls and policies and procedures with respect to the Business designed to promote accuracy in the books and records in compliance with applicable Laws. To the knowledge of Oxford, there are no significant deficiencies or weaknesses in the design or operation of its internal controls over financial reporting or fraud, whether or not material, that involves management or other employees who have a significant role in Oxford’s internal controls or those of the Target Companies.

Section 4.23                             Solvency. Oxford is not insolvent and will not be rendered insolvent as a result of the Transactions. For purposes hereof, the term “Oxford” refers to Oxford and its Subsidiaries, on a consolidated basis, and the term “solvency” means that: (a) the fair salable value of Oxford’s assets is in excess of the total amount of Oxford’s liabilities (including for purposes of this definition a reasonable estimate of contingent liabilities); (b) Oxford is able to pay its debts and obligations in the ordinary course as they mature; and (c) immediately after the Closing, Oxford will not have an unreasonably small amount of capital to carry on its business.

Section 4.24                             Information Supplied. None of the information supplied or to be supplied by Oxford expressly for inclusion in (i) the Proxy Statement or Form S-4 (including any amendments thereto), at the date first mailed to each of Cambridge’s stockholders or at the time of the Cambridge Stockholder Meeting or, in the case of the Form S-4, when the Form S-4 goes effective under the Securities Act, and (ii) any other document (including any amendments thereto) filed by Cambridge or Holdco with the SEC (or included in any financing offering document) that includes any information supplied or to be supplied by Oxford expressly for inclusion pursuant to this Agreement, at the time of such filing, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or

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necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Oxford makes no representation or warranty with respect to information or statements provided by or on behalf of Cambridge, Holdco, or their Representatives for inclusion in the Proxy Statement, Form S-4 or any other document (including any amendments thereto) filed by Cambridge with the SEC (or included in any financing document).

Section 4.25                             Transactions with Certain Persons. Except as provided for in any Oxford Transaction Agreement or as otherwise contemplated by or provided in this Agreement, the Firewater One Shareholder Agreement or the Holdco Shareholder Agreement:

(a)                                 no Related Person (i) has any direct or indirect material interest (excluding any interest created solely by the record or beneficial ownership of Capital Stock of Oxford), on an individual or joint basis, in any material property (whether real, personal or mixed and whether tangible or intangible) used in the Business as of the date of this Agreement and as of the Closing Date, (ii) is a party to any material Contract that binds the Business or (iii) serves as an officer, director or employee of any customer or supplier that has a Material Contract with any Target Company; (iv) owes any material amount of money to a Target Company; or (v) has any material direct or indirect equity interest (excluding any interest created solely by the record or beneficial ownership of Capital Stock of Oxford) in any entity (excluding any publicly-traded entity) the principal business of which is the same as the Business; and

(b)                                 no Target Company has any outstanding monetary liabilities or legally binding commitments in an amount in excess of $1,000,000 individually, or other material outstanding liabilities or legally binding commitments, in each case to any Related Person (other than base salary and compensation for services as a director, officer or employee of a Target Company).

Section 4.26                             Investment Intent. Oxford is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities Act. Oxford is acquiring the Retained Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the registration requirements of the Securities Act. Oxford acknowledges that the Retained Shares are not registered under the Securities Act, or any state securities laws, and that the Retained Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Oxford is able to bear the economic risk of holding the Retained Shares for an indefinite period (including total loss of its investment) in violation of the registration requirements of the Securities Act.

Section 4.27                             No Brokers. No broker, investment banker, financial advisor or other Person, other than the Oxford Financial Advisor, the fees and expenses of which will be paid by Oxford, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Oxford.

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Section 4.28                             Convertible Bonds. Subject to compliance by Cambridge and Holdco with their respective obligations pursuant to Section 7.20, as of the Closing there shall not have occurred and be continuing, and the consummation of the Transactions shall not give rise to, an Event of Default (as defined in the Conditions) or material breach of the Conditions or the Convertible Bond Trust Deed or any event or circumstance that, with notice or the passage of time, would constitute such an Event of Default or material breach of the Conditions or the Convertible Bond Trust Deed.

Section 4.29                             No Other Representations. Except for the representations and warranties contained in this Article IV or in any certificates delivered by Oxford in connection with the Closing, Cambridge and Holdco acknowledge that neither Oxford nor any Person on behalf of Oxford makes any other express or implied representation or warranty with respect to Oxford, the Business or the Target Companies or with respect to any other information provided or made available to Cambridge in connection with the Transactions, including information conveyed at management presentations, in the Data Room, or in due diligence sessions.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF CAMBRIDGE

Except (i) other than with respect to Section 5.1, Section 5.2, Section 5.3, Section 5.5 and Section 5.6, as disclosed in the publicly available Cambridge Reports filed with the SEC prior to the date of this Agreement (but, in each case, excluding any risk factor disclosures contained under the heading “Risk Factors” (other than any factual information contained therein) and any disclosure of risks included in any “forward-looking statements” disclaimer) or (ii) as set forth in the disclosure letter delivered to Oxford by Cambridge at or prior to the execution of this Agreement (the “Cambridge Disclosure Letter”) and making reference to the particular section or subsection of this Agreement to which exception is being taken (provided that any information set forth in one section or subsection of the Cambridge Disclosure Letter shall also be deemed to apply to each other section or subsection thereof to which its relevance is reasonably apparent on its face), Cambridge represents and warrants to Oxford that:

Section 5.1                                    Existence; Good Standing; Corporate Authority. Cambridge is a corporation duly organized, validly existing and duly qualified to do business and, to the extent such concept or a similar concept exists in the relevant jurisdiction, is in good standing under the Laws of Delaware and any other jurisdiction in which the character of the properties owned or leased by it therein or in which the conduct of its business requires such qualification, except where the failure to be so qualified or, where relevant, in good standing, individually or in the aggregate (i) has not had a Cambridge Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions. Cambridge has all requisite corporate or similar organizational power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted, except where the failure to have such power and authority, individually or in the aggregate, (i) has not had a Cambridge Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions.

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Section 5.2                                    Authorization, Validity and Effect of Agreements. Cambridge has the requisite corporate or similar organizational power and authority to execute and deliver, and perform its obligations under, each of the Cambridge Transaction Agreements entered into by Cambridge and, upon receipt of the Cambridge Stockholder Approval, to consummate the Transactions. The execution and delivery of, and the performance by Cambridge of obligations under, the Cambridge Transaction Agreements, and the consummation by Cambridge of the Transactions, have been duly authorized by all requisite corporate or similar organizational action on behalf of Cambridge, other than the receipt of the Cambridge Stockholder Approval. Assuming each Cambridge Transaction Agreement constitutes the valid and legally binding obligation of the other parties thereto, each Cambridge Transaction Agreement constitutes the valid and legally binding obligation of Cambridge, enforceable against Cambridge in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to creditors’ rights generally and general principles of equity.

Section 5.3                                    Capitalization.

(a)                                 The authorized Capital Stock of Cambridge consists of five hundred million (500,000,000) shares of Cambridge Common Stock and fifty million (50,000,000) shares of preferred stock, par value $0.01 per share (“Cambridge Preferred Stock”). As of July 31, 2015 (the “Cut-Off Time”), there were (i) two hundred thirty three million forty seven thousand seven hundred eighty five (233,047,785) issued and outstanding shares of Cambridge Common Stock (not including shares held in treasury), (ii) thirteen million one hundred forty four thousand four hundred eighty six (13,144,486) shares of Cambridge Common Stock reserved for issuance upon either the exercise of outstanding Cambridge Stock Options or the vesting, settlement or exercise, as applicable, of Cambridge Equity Rights, (iii) two million three hundred ninety three thousand nine hundred thirty (2,393,930) shares of Cambridge Common Stock were held in treasury, (iv) no outstanding shares of Cambridge Preferred Stock and (v) no other shares of Capital Stock were issued, reserved for issuance or outstanding. From the Cut-Off Time to the date of this Agreement, no additional shares of Cambridge Common Stock have been issued (other than pursuant to Cambridge Stock Options and Cambridge Equity Rights which were outstanding as of the Cut-Off Time and are included in the number of shares of Cambridge Common Stock reserved for issuance upon exercise of outstanding Cambridge Stock Options or the vesting of Cambridge Equity Rights in (ii) above), no additional Cambridge Stock Options or Cambridge Equity Rights have been issued or granted, and there has been no increase in the number of shares of Cambridge Common Stock subject to the Cambridge Stock Options or the Cambridge Equity Rights from those subject to Cambridge Stock Options and Cambridge Equity Rights as of the Cut-Off Time. All such issued and outstanding shares of Cambridge Common Stock are, and all shares that may be issued pursuant to the Cambridge Stock Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights.

(b)                                 As of the date of this Agreement, there are no outstanding shares of Capital Stock which, and there are no options, stock appreciation rights, restricted stock units, phantom awards, performance awards, other compensatory equity-based awards, warrants, conversion rights, calls, subscriptions, convertible securities or other rights, agreements or commitments which, in either case, obligate Cambridge to issue transfer, sell or register any

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shares of Capital Stock of Cambridge or any of its Subsidiaries. Cambridge has no outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Cambridge on any matter.

Section 5.4                                    No Conflict.

(a)                                 Neither the execution and delivery by Cambridge of the Cambridge Transaction Agreements, the compliance by Cambridge with all of the provisions of and the performance by Cambridge of its obligations under the Cambridge Transaction Agreements nor, subject to the filings and other matters referred to in Section 5.4(b) the consummation of the Transactions by Cambridge in accordance with the terms thereof will: (i) subject to receipt of the Cambridge Stockholder Approval, conflict with or result in a breach of any provisions of the Charter Documents of Cambridge; (ii) violate, or conflict with, or result in a breach of any provision of, result in any acceleration of any rights or obligations under, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or otherwise result in creation of a Lien or other detriment to Cambridge under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, Contract, agreement, joint venture or other instrument or obligation to which Cambridge or any Cambridge Subsidiary is a party, or by which Cambridge or any Cambridge Subsidiary or any of their respective properties or assets may be bound or affected; or (iii) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Cambridge or any of their respective properties or assets, except as, in the case of matters described in clause (ii) or (iii), individually or in the aggregate, (i) has not had a Cambridge Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions.

(b)                                 Neither the execution and delivery by Cambridge of the Cambridge Transaction Agreements, the compliance by it with all of the provisions of and the performance by Cambridge of its obligations under the Cambridge Transaction Agreements to which Cambridge is a party, nor the consummation of the Transactions by Cambridge in accordance with the terms thereof, will require any Governmental Approvals other than the Regulatory Filings and (i) the filing of the Certificate of Merger and any other related subsequent filings with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA; (ii) the filings with the SEC of (A) the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the Form S-4 and (C) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; and (iii) any registration, filing or notification required pursuant to state securities or “blue sky” laws except where the failure to make or obtain such Governmental Approvals, individually or in the aggregate, (i) has not had a Cambridge Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions. Except for the consents, approvals and notices listed in Section 5.4(b) of the Cambridge Disclosure Letter and the Governmental Approvals set forth in the preceding sentence, neither the execution and delivery by Cambridge of the Cambridge Transaction Agreements, the compliance by it with all of the provisions of and the performance by its obligations under the Cambridge Transaction Agreements, nor the consummation of the Transactions by Cambridge in accordance with the terms thereof will

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require any consent or approval of or notice to any Governmental Body, except where the failure to obtain any such consent or approval or provide any such notice, individually or in the aggregate, (i) has not had an Oxford Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions.

Section 5.5                                    Board Approval. The Cambridge Board, at a meeting duly called and held, (a) determined that the Cambridge Transaction Agreements and the Transactions are advisable and in the best interests of the stockholders of Cambridge, (b) approved the Cambridge Transaction Agreements and the Transactions and (c) resolved to recommend that its stockholders approve the Merger and adopt the Agreement (the “Cambridge Board Recommendation”). The Cambridge Board has received the opinions of Morgan Stanley & Co. LLC and Goldman, Sachs & Co. (the “Cambridge Financial Advisors”), dated August 5, 2015, substantially to the effect that, as of such date, and subject to the assumptions made, matters considered and limitations set forth therein, the Consideration (as defined in such opinions) to be paid for the Purchased Equity Interests is fair, from a financial point of view, to Cambridge.

Section 5.6                                    Vote Required. The only votes of the holders of any class or series of Capital Stock of Cambridge necessary to approve the Transactions are (a) the affirmative vote of the holders of a majority of the issued and outstanding shares of Cambridge Common Stock in favor of the adoption of this Agreement and (b) the occurrence of the stockholder advisory vote contemplated by Rule 14a-21(c) under the Exchange Act, regardless of the outcome of such vote, in each case in accordance with the Cambridge Certificate, the Cambridge Bylaws, the DGCL, the NYSE Listed Company Manual and other Laws, as applicable (the “Cambridge Stockholder Approval”).

Section 5.7                                    SEC Documents; Financial Statements.

(a)                                 Cambridge and its Subsidiaries have filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by them since January 1, 2013, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (collectively, the “Cambridge Reports”). As of its respective date, each Cambridge Report (i) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act, the Sarbanes-Oxley Act and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any Cambridge Report that have been modified by an amendment to such report filed with the SEC prior to the date of this Agreement. Each of the consolidated balance sheets included in or incorporated by reference into the Cambridge Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the consolidated financial position of Cambridge and its consolidated Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Cambridge Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Cambridge and its consolidated Subsidiaries for the periods set forth therein (the “Cambridge Financial Statements”) (subject, in

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the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, year-end audit adjustments and to any other adjustments described therein, including the notes thereto), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

(b)                                 Cambridge has heretofore furnished to Oxford true and correct copies of all comment letters from the SEC since January 1, 2013, through the date of this Agreement with respect to any of the Cambridge Reports, together with all written responses thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Cambridge Reports, and, to the knowledge of Cambridge, none of the Cambridge Reports are subject to ongoing SEC review.

(c)                                  Cambridge maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) designed to provide reasonable assurance to Cambridge regarding the reliability of Cambridge’s financial reporting and the preparation of financial statements for external purposes in conformity with GAAP. Cambridge has evaluated the effectiveness of Cambridge’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Cambridge Report that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Cambridge has disclosed, based on the most recent evaluation of internal control over financial reporting prior to the date of this Agreement, to Cambridge’s auditors and the audit committee (A) all “significant deficiencies” and “material weaknesses” in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect in any material respect Cambridge’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Cambridge’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Oxford prior to the date of this Agreement. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standard No. 5, as in effect on the date of this Agreement.

(d)                                 Cambridge maintains disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act) reasonably designed to ensure that all information required to be disclosed by Cambridge in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Cambridge’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of Cambridge required under the Exchange Act with respect to such reports.

Section 5.8                                    Absence of Undisclosed Liabilities. To the knowledge of Cambridge, as of the date of this Agreement, Cambridge and Cambridge’s Subsidiaries do not have any liabilities or obligations (whether or not accrued, contingent or otherwise) required by GAAP to be reflected on the consolidated balance sheet of Cambridge and Cambridge’s Subsidiaries, except for liabilities and obligations: (a) reflected on or reserved against in the

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Cambridge Financial Statements as of March 31, 2015, (b) incurred in connection with this Agreement or in the Transactions, (c) incurred in the ordinary course of business consistent with past practice since March 31, 2015 or (d) that have not had, individually or in the aggregate, a Cambridge Material Adverse Effect

Section 5.9                                    Absence of Certain Changes.

(a)                                 From December 31, 2014, until the date of this Agreement, and except for the Transactions, Cambridge and its Subsidiaries have conducted their business in all material respects in the ordinary course consistent with past practice.

(b)                                 From December 31, 2014, until the date of this Agreement, there has been no change, development, event occurrence, effect or state of facts that has had a Cambridge Material Adverse Effect.

Section 5.10                             Taxes. Except as has not had, individually or in the aggregate, a Cambridge Material Adverse Effect:

(a)                                 All Tax Returns required to be filed by or on behalf of Cambridge or any Cambridge Subsidiary have been duly and timely filed with the appropriate Tax Authority (after giving effect to any valid extensions of time within which to make such filings), and all such Tax Returns are true, correct, and complete in all material respects. All Taxes (whether or not shown on any Tax Return) required to be paid by Cambridge and the Cambridge Subsidiaries have been timely paid.

(b)                                 Cambridge and the Cambridge Subsidiaries have complied in all material respects with all applicable Laws relating to the withholding of Taxes and have duly withheld and paid over to the appropriate Tax Authority all Taxes required to be so withheld and paid over.

(c)                                  All material deficiencies asserted in writing or material assessments made in writing as a result of any examinations by any Tax Authority of Tax Returns of Cambridge and the Cambridge Subsidiaries have been fully paid, and no other material audits or material investigations by any Tax Authority relating to any Tax Returns of Cambridge or any Cambridge Subsidiary are in progress with respect to which Cambridge or any Cambridge Subsidiary has received written notice from a Tax Authority.

(d)                                 There are no Liens for Taxes on the equity interests in any Cambridge Subsidiary or any of the assets of Cambridge and the Cambridge Subsidiaries, other than Permitted Liens.

(e)                                  Cambridge and the Cambridge Subsidiaries have not engaged in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2).

Section 5.11                             Information Supplied. None of the information supplied or to be supplied by Cambridge expressly for inclusion in (i) the Oxford Notice (including any amendments thereto), at the date first mailed to each of Oxford’s stockholders or at the time of the Oxford Stockholder Meeting, (ii) the Form S-4 (including any amendments thereto), when

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the Form S-4 goes effective under the Securities Act, and (iii) any other document (including any amendments thereto) filed by Oxford or Holdco with the SEC that includes any information supplied or to be supplied by Cambridge in writing expressly for inclusion pursuant to this Agreement, at the time of such filing will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Cambridge makes no representation or warranty with respect to information or statements provided by or on behalf of Oxford or its Representatives for inclusion in the Oxford Notice (including any amendments thereto).

Section 5.12                             Financing. Cambridge has delivered to Oxford (i) a correct and complete fully executed copy of the commitment letter, dated as of August 6, 2015, between Cambridge and Morgan Stanley Senior Funding, Inc. and Goldman Sachs Bank USA, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “Commitment Letter”) and (ii) a correct and complete fully executed copy of the fee letter referenced in the Commitment Letter (the “Fee Letter”) (it being understood that such letter has been redacted to omit the fee amounts and market flex provisions therein and that the provisions redacted would not reasonably be expected to adversely affect the principal amount or availability of the debt financing being made available by the Financing Sources under the Commitment Letter for the purpose of financing the Transactions). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, each of the parties thereto (other than Cambridge) has committed to lend the amounts set forth therein (the provision of certain of such funds designated in the Commitment Letter for the purpose of financing the Transactions, but subject to the provisions of Sections 7.16 (a) and (b), the “Debt Financing,” and collectively with all other commitments under the Commitment Letter, and any private or capital markets debt financing undertaken in replacement of all or any portion of any of the foregoing, the “Financing”) for the purposes set forth in such Commitment Letter. Neither the Commitment Letter nor the Fee Letter has been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the date of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of Cambridge, and to the knowledge of Cambridge, each of the other parties thereto, and enforceable against Cambridge, and, to the knowledge of Cambridge, each of the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. As of the date of this Agreement, there are no conditions precedent related to the funding of the full amount of the Debt Financing pursuant to the Commitment Letter, and there are no, and there are not contemplated to be any, agreements, side letters or arrangements relating to (x) the conditions precedent to the funding of the full amount of the Debt Financing or (y) any reduction of the amount of the Debt Financing, in each case other than as expressly set forth in the Commitment Letter. As of the date of this Agreement, no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or prevent a condition precedent from being satisfied, in each case on the part of Cambridge, or, to its knowledge, any other parties thereto, under the Commitment Letter (assuming, for such purpose, the accuracy of Oxford’s Acquisition Agreement Representations (as defined in the Commitment Letter on the

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date hereof) and the satisfaction or waiver of all conditions precedent under Section 10.1 and Section 10.2 (other than those that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions)). As of the date of this Agreement, assuming, for such purpose, the accuracy of Oxford’s Acquisition Agreement Representations (as defined in the Commitment Letter on the date hereof) and the satisfaction or waiver of all conditions precedent under Section 10.1 and Section 10.2 (other than those that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), Cambridge does not have any reason to believe that (I) any of the conditions to the Debt Financing will not be satisfied, or (II) the Debt Financing will not be available to Cambridge on the Closing Date. Cambridge has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the Debt Financing.

Section 5.13                             Solvency. Cambridge is not insolvent and will not be rendered insolvent as a result of the Transactions (giving effect to the Financing and payment of all related fees and expenses). For purposes hereof, the term “Cambridge” refers to Cambridge and its Subsidiaries, on a consolidated basis, and the term “solvency” means that: (a) the fair salable value of Cambridge’s assets is in excess of the total amount of Cambridge’s liabilities (including for purposes of this definition a reasonable estimate of contingent liabilities); (b) Cambridge is able to pay its debts and obligations in the ordinary course as they mature; and (c) immediately after the Closing, Cambridge will not have an unreasonably small amount of capital to carry on its business.

Section 5.14                             No Brokers. No broker, investment banker, financial advisor or other Person, other than the Cambridge Financial Advisors, the fees and expenses of which will be paid by Cambridge, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Cambridge.

Section 5.15                             State Takeover Statutes. The Cambridge Board has taken all action necessary to render inapplicable to this Agreement, the Merger and the other Transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL to the extent such restrictions would otherwise be applicable to this Agreement, the Merger and the other Transactions.

Section 5.16                             Compliance with Laws; Permits.

(a)                                 Except as has not had a Cambridge Material Adverse Effect, (i) neither Cambridge nor any Cambridge Subsidiary is, or since December 31, 2014, has been, in violation of any applicable Law, and no written claim is pending or, to the knowledge of Cambridge, threatened, by any Governmental Body with respect to any such matters.

(b)                                 Except as has not had a Cambridge Material Adverse Effect, to the knowledge of Cambridge, Cambridge and its Subsidiaries hold or have obtained all Governmental Approvals that are necessary to entitle (i) Cambridge and its Subsidiaries to carry on and conduct their business to the extent currently conducted by them and (ii) Cambridge to invest, directly or indirectly, in its Subsidiaries (collectively, the “Cambridge Governmental Permits”). As of the date of this Agreement, Cambridge and its Subsidiaries are in compliance

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with all terms and conditions of the Cambridge Governmental Permits and all Cambridge Governmental Permits are valid and in full force and effect and there exists no default thereunder or breach thereof, in each case except as has not had, individually or in the aggregate, a Cambridge Material Adverse Effect. No Governmental Body has taken, or to the knowledge of Cambridge, threatened to take, any action to terminate, cancel or reform any Cambridge Governmental Permit, except as has not had a Cambridge Material Adverse Effect.

(c)                                  As of the date of this Agreement, (i) there are no lawsuits, claims, suits or proceedings pending or, to the knowledge of Cambridge, threatened, against Cambridge or any of its Subsidiaries or any of their assets or properties, (ii) to the knowledge of Cambridge, no such investigations are pending or have been threatened by any Governmental Body and (iii) there are no lawsuits, claims, suits or proceedings against any director or officer of Cambridge or any of its Subsidiaries relating to the performance of their duties as directors or officers, as applicable, in each case, except as has not had a Cambridge Material Adverse Effect.

(d)                                 No order, writ, fine, injunction, decree, judgment, award or determination of any Governmental Body or any arbitral or other dispute resolution body has been issued or entered against Cambridge or any of its Subsidiaries or any of their respective assets or properties that has had, individually or in the aggregate, a Cambridge Material Adverse Effect.

Section 5.17                             Cambridge Benefit Plans.

(a)                                 The Cambridge Benefit Plans comply in all material respects with the requirements of ERISA and the Code and with all other Laws of any applicable jurisdiction; the Cambridge Benefit Plans have been maintained and operated in all material respects in accordance with their terms; there are no pending or, to the knowledge of Cambridge, threatened claims against or otherwise involving any Cambridge Benefit Plan and no suit, action or other litigation (excluding routine claims for benefits incurred in the ordinary course of Cambridge Benefit Plan activities) has been brought against or with respect to any Cambridge Benefit Plans, in each case, except as would not reasonably be expected to result in any material liability; and all contributions, premiums and other payments required to have been made with respect to the Cambridge Benefit Plans have been timely made or provided for or accrued in accordance with GAAP.

(b)                                 (i) Neither the execution of this Agreement nor the consummation of the Transactions shall cause any payments or benefits to any current or former employee, officer or director of Cambridge to either be subject to an excise Tax or to be non-deductible under Sections 4999 and 280G of the Code, respectively, whether or not some other subsequent action or event would be required to cause such payment or benefit to be triggered; and (ii) the execution of and performance of the Transactions as contemplated by this Agreement will not (either alone or upon the occurrence of any additional subsequent event) constitute an event under any Benefit Plan, policy, arrangement or agreement or any trust or loan (in connection therewith) that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of Indebtedness, vesting, distribution, increase in benefits or obligations to fund benefits with respect to any Cambridge Affected Employee.

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(c)                                  Except as would not reasonably be expected to result in material liability to Cambridge or Holdco, Cambridge is in material compliance with all applicable Laws respecting employment and employment practices. The execution of this Agreement and the consummation of the Transactions will not result in any breach or other violation of any Collective Bargaining Agreement, and in connection with the execution of this Agreement and the consummation of the Transactions, either (i) Cambridge is not required to provide notice to or consult with or (ii) Cambridge has timely provided any required notice to or has timely completed any required consultation procedure with and, if applicable, has obtained an unconditional advice from, any labor union, works council or other labor organization or Governmental Body, pursuant to any Collective Bargaining Agreement to which Cambridge is a party or bound, or pursuant to applicable Laws.

Section 5.18                             No Other Representations. Except for the representations and warranties contained in this Article V or in any certificates delivered by Cambridge in connection with the Closing, Oxford acknowledges that neither Cambridge nor any Person on behalf of Cambridge makes any other express or implied representation or warranty with respect to Cambridge, its business or any Cambridge Subsidiary or with respect to any other information provided or made available to Oxford in connection with the Transactions, including information conveyed at management presentations, in the data room, or in due diligence sessions.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF HOLDCO

Holdco represents and warrants to Oxford and Cambridge that:

Section 6.1                                    Existence; Good Standing; Corporate Authority. Each of Holdco and MergerCo is a corporation or other legal entity duly organized, validly existing and duly qualified to do business and, to the extent such concept or a similar concept exists in the relevant jurisdiction, is in good standing under the Laws of any jurisdiction in which the character of the properties owned or leased by it therein or in which the conduct of its business requires such qualification, except where the failure to be so qualified or, where relevant, in good standing, individually or in the aggregate, would not reasonably be expected to prevent or materially impair the ability of Holdco or MergerCo to consummate the Transactions.

Section 6.2                                    Authorization, Validity and Effect of Agreements. Each of Holdco and MergerCo has the requisite corporate or similar organizational power and authority to execute and deliver, and perform its obligations under, each of the Agreement and the Ancillary Agreements and to consummate the Transactions. The execution and delivery of, and the performance by each of Holdco and MergerCo of its obligations under the Agreement and the Ancillary Agreements Holdco and MergerCo is party to, and the consummation by Holdco and MergerCo of the Transactions, has been duly authorized by all requisite corporate or similar organizational action on behalf of Holdco and MergerCo, as applicable.

Section 6.3                                    Capitalization.

(a)                                 The shares of Holdco Common Stock to be issued in the Merger and the Contribution, when issued in accordance with this Agreement, will be duly authorized, validly

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issued, fully paid and free of preemptive rights, other than preemptive rights pursuant to applicable Laws or the Holdco Charter Documents.

(b)                                 There is no statutory limit on the number of shares of Holdco Common Stock that Holdco can issue. As of the date of this Agreement, there is one (1) issued share of Holdco Common Stock. All issued shares of Holdco Common Stock are duly authorized, validly issued, fully paid and free of preemptive rights, other than preemptive rights pursuant to applicable Laws or the Holdco Charter Documents. Subject to the foregoing, there are no issued shares of Holdco Common Stock or other Capital Stock of Holdco. There are no options, stock appreciation rights, restricted stock units, phantom awards, performance awards, other compensatory equity-based awards, warrants, conversion rights, calls, subscriptions, convertible securities or other rights, agreements or commitments which, in either case, obligate Holdco to issue transfer, sell or register any shares of Capital Stock of Holdco. From formation until immediately prior to Closing, except as contemplated by this Agreement, Holdco and MergerCo have conducted no business or operations of any kind and have existed solely for purposes of the Transactions.

(c)                                  Holdco is the direct or indirect owner of all Capital Stock of MergerCo. All issued and outstanding Capital Stock of MergerCo is duly authorized and validly issued in accordance with applicable Laws and its Charter Documents and is fully paid (to the extent required by its Charter Documents), non-assessable (except to the extent such non-assessability may be affected by applicable Laws) and free of preemptive rights. There are no outstanding equity interests of Capital Stock which, and there are no options, stock appreciation rights, restricted stock units, phantom awards, performance awards, other compensatory equity-based awards, warrants, conversion rights, calls, subscriptions, convertible securities or other rights, agreements or commitments which, in either case, obligate MergerCo to issue, transfer, sell or register any shares of Capital Stock of MergerCo. MergerCo does not have any outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the equity holders of MergerCo.

Section 6.4                                    No Conflict.

(a)                                 Neither the execution and delivery by Holdco or MergerCo of the Agreement and any Ancillary Agreement to which Holdco or MergerCo is a party, the compliance by Holdco and MergerCo with all of the provisions of and the performance by Holdco and MergerCo of their obligations under the Agreement and any Ancillary Agreements to which Holdco or Merger is a party, nor, subject to the filings and other matters referred to in Section 4.5(b) and Section 6.4(b), the consummation of the Transactions by Holdco and MergerCo in accordance with the terms thereof will: (i) result in a material breach of any provisions of the Charter Documents of Holdco or MergerCo; (ii) violate, or result in a material breach of, result in any acceleration of any rights or obligations under, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or otherwise result in creation of a Lien (other than a Permitted Lien) under, any of the terms, conditions or provisions of, any material Contract to which Holdco or MergerCo is a party, or by which Holdco, MergerCo or any of their respective properties or assets is bound; or (iii) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to

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Holdco or MergerCo or any of their respective properties or assets, except as, in the case of matters described in clause (ii) or (iii), individually or in the aggregate, would not reasonably be expected to prevent or materially impair the ability of Holdco or MergerCo to consummate the Transactions.

(b)                                 Neither the execution and delivery by Holdco or MergerCo of the Agreement and any Ancillary Agreement to which Holdco or MergerCo is a party, the compliance by Holdco and MergerCo with all of the provisions of and the performance by Holdco and MergerCo of their obligations under the Agreement and any Ancillary Agreements to which Holdco or MergerCo is a party, nor the consummation of the Transactions by Holdco and MergerCo in accordance with the terms thereof, will require any Governmental Approvals other than the Regulatory Filings and (i) the filing of the Certificate of Merger and any other related subsequent filings with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA; (ii) the filings with the SEC of (A) the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the Form S-4 and (C) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; and (iii) any registration, filing or notification required pursuant to state securities or “blue sky” laws except where the failure to make or obtain such Governmental Approvals, individually or in the aggregate would not reasonably be expected to prevent or materially impair the ability of Holdco or MergerCo to consummate the Transactions. Except for the Governmental Approvals set forth in the preceding sentence, neither the execution and delivery by Holdco or MergerCo of the Agreement and any of the Ancillary Agreements to which Holdco or MergerCo is a party, the compliance by Holdco and MergerCo with all of the provisions of and the performance by Holdco and MergerCo of their obligations under the Agreement and the Ancillary Agreements to which Holdco or MergerCo is a party, nor the consummation of the Transactions by Holdco and MergerCo in accordance with the terms thereof will require any consent or approval of or notice to any third party under any material Contract, except where the failure to obtain any such consent or approval or provide any such notice, individually or in the aggregate, would not reasonably be expected to prevent or materially impair the ability of Holdco or MergerCo to consummate the Transactions.

Section 6.5                                    No Other Representations. Except for the representations and warranties contained in this Article VI or in any certificates delivered by Holdco and MergerCo in connection with the Closing, Cambridge and Oxford acknowledge that neither Holdco, MergerCo nor any person on behalf of Holdco or MergerCo makes any other express or implied representation or warranty with respect to Holdco or MergerCo or with respect to any other information provided or made available to Cambridge and Oxford, as applicable, in connection with the Transactions, including information conveyed at management presentations, in virtual data rooms, or in due diligence sessions.

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ARTICLE VII

COVENANTS AND AGREEMENTS OF THE PARTIES

Section 7.1                                    Conduct of Oxford Business Pending Closing.

(a)                                 From the date of this Agreement to the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, except as (i) set forth in the Oxford Disclosure Letter, (ii) any other provision of this Agreement expressly requires (including with regard to the Restructuring), (iii) required by applicable Laws, (iv) Cambridge shall have consented in writing (such consent not to be unreasonably withheld, delayed or conditioned), Oxford shall, and shall cause each of the Target Companies to, (x) conduct the Business and operations related thereto in the ordinary course and in a manner consistent with past practice, (y) continue to make capital expenditures in the ordinary course and in a manner consistent with past practice and not delay in any material respect any scheduled or planned turnarounds, and (z) use its commercially reasonable efforts, in each case, to preserve intact the Business, the respective business organizations and goodwill of the Target Companies, to keep available the services of the respective officers and employees and contractors of the Target Companies to maintain satisfactory relationships with those Persons having business relationships with the Target Companies, including Governmental Bodies, customers and suppliers and to maintain the current rights and franchises of the Target Companies. Notwithstanding anything to the contrary in this Agreement (including this Section 7.1), (A) no action by Oxford or any of the Target Companies with respect to any specific exception specifically addressed by any provision of Section 7.1(b) shall be deemed a breach of this Section 7.1(a) unless such action would constitute a breach of such provision of Section 7.1(b) and (B) the failure of Oxford or any Target Company to take any action prohibited by Section 7.1(b) shall not be deemed a breach of this Section 7.1(a).

(b)                                 From the date of this Agreement to the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, except as (i) set forth in the Oxford Disclosure Letter; (ii) any other provision of this Agreement (including the Restructuring Steps Plan and Section 7.17) expressly requires (including with regard to the Restructuring), or (iii) required by applicable Laws, unless Cambridge has consented in writing thereto, such consent not to be unreasonably withheld, delayed or conditioned, Oxford:

(1)                  shall cause the Target Companies not to amend or propose to amend any of their respective Charter Documents;

(2)                  shall not amend or propose to amend the Charter Documents of Holdco (provided that, for the avoidance of doubt, Holdco may make such amendments required by the Companies Act in order to re-register as a public limited company as contemplated by Article III in accordance with the Restructuring Steps Plan);

(3)                  shall not, and shall cause the Oxford Companies not to, deliver, sell, transfer, dispose of or subject to a Lien any shares of Capital Stock of any Purchased Company, or issue, deliver, sell or grant, or authorize to issue, deliver, sell or grant any securities convertible into or exchangeable for, or

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options, warrants or rights to purchase or subscribe for, any shares of Capital Stock of any Purchased Company;

(4)                  shall cause each Target Company not to issue, deliver, sell, grant, transfer, dispose of or subject to a Lien or authorize to deliver, sell, grant, transfer, dispose of or subject to a Lien, any shares of its Capital Stock or any Capital Stock of any other Target Company, or authorize to issue, deliver, sell, transfer, grant, dispose of or subject to a Lien, any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for its Capital Stock or any shares of Capital Stock of any other Target Company, effect any stock split, subdivision, combination, reclassification or otherwise change its capitalization as it existed on the date of this Agreement;

(5)                  shall not (with respect to any Target Company employee), and shall cause the Target Companies not to (A) grant, confer or award any option, stock appreciation right, restricted stock unit, phantom award, performance award, other compensatory equity-based award, warrant, conversion right or other right to acquire any shares of any Capital Stock of any Target Company, or grant or issue any restricted stock or securities in any of the Target Companies, (B) amend or otherwise modify any option, warrant, conversion right or other right to acquire any shares of any Capital Stock of any Target Company existing on the date of this Agreement, (C) with respect to any of the Target Companies’ directors or employees, materially increase any compensation or benefits (D) adopt any material new employee benefit plan or agreement (including any stock option, stock benefit, stock purchase or other equity-based compensation plan or agreement) or materially amend any existing Oxford Benefit Plan, (E) negotiate, enter into, amend or terminate any Collective Bargaining Agreement, (F) waive, release, limit or condition any Restrictive Covenant obligation of current or former Target Company employee, (G) terminate the employment of any Target Company employee whose aggregate compensation exceeds $100,000 per year, other than for cause, (H) hire any Target Company employee whose aggregate compensation exceeds $100,000 per year, or (J) transfer or reassign any Target Company employee to a position outside of the Business;

(6)                  shall not, and shall cause the Target Companies not to, grant, confer or award to any Affected Employee any option, restricted stock units, phantom awards, stock appreciation rights, performance awards or other compensatory equity-based award or warrant, conversion right or other right not existing on the date of this Agreement to acquire any shares of the Capital Stock of the Oxford Companies, or grant or issue to any Affected Employee any restricted stock or securities in any of the Oxford Companies, or grant or issue to any Affected Employees any restricted stock or securities in any of the Oxford Companies;

(7)                  shall cause the Target Companies not to (A) declare, set aside or pay any dividend or make any other distribution, payment or

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return of capital (whether in cash, stock or property) with respect to any shares of the Capital Stock of the Target Companies (provided that (1) MLP may declare, set aside or pay its regular dividends in accordance with its Charter Documents and any Target Company that receives such a dividend may declare, set aside and pay as a cash dividend or pay as return of capital with respect to any shares of its Capital Stock the amount of such dividend, (2) Oxford Nitrogen and its Subsidiaries may declare, set aside and pay cash dividends or payments as return of capital with respect to any shares of its Capital Stock and any Target Company that receives such a dividend may declare, set aside and pay as a cash dividend or pay as return of capital with respect to any shares of its Capital Stock the amount of such dividend and (3) OCI Fertilizer Trading Limited may declare, set aside and pay cash dividends or payments as return of capital with respect to any shares of its Capital Stock and any of its direct or indirect parents that receives such a dividend may declare, set aside and pay as a cash dividend or pay as return of capital with respect to any shares of its Capital Stock the amount of such dividend) or (B) directly or indirectly redeem, purchase or otherwise acquire any shares of its Capital Stock or the Capital Stock of any other Target Company;

(8)                  shall cause the Target Companies not to, directly or indirectly, sell, transfer, lease, license, subject to a Lien (other than a Permitted Lien), surrender, relinquish or dispose of, or enter into a Contract to sell, transfer, lease, license, subject to a Lien (other than a Permitted Lien), surrender, relinquish or dispose of, any of the material assets, property or rights of the Target Companies as would result in aggregate consideration exceeding $15 million (other than (A) in the ordinary course of business consistent with past practice, (B) dispositions of equipment or inventory that is no longer used or useful in the Business, and (C) solely between Target Companies); provided that notwithstanding anything to the contrary in the clause (8), Oxford shall use commercially reasonable efforts to cause the Target Companies to maintain inventory at levels in the ordinary course of business consistent with past practice;

(9)                  shall cause the Target Companies not to, directly or indirectly, acquire or agree to acquire (by merging or consolidating with, or by share exchange, or by purchasing an equity interest in or a substantial portion of the assets of, or by any other means) any Person (other than a Target Company) or division thereof for aggregate consideration exceeding $25 million;

(10)           shall cause the Target Companies not to materially change any of the material financial accounting principles or practices used by it except as may be required as a result of a change in IFRS, GAAP or applicable Laws (or authoritative interpretation thereof);

(11)           shall cause the Target Companies to use their commercially reasonable efforts to maintain, in full force without interruption, its present insurance policies or comparable insurance coverage applicable to the Business;

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(12)           shall cause the Target Companies not to (A) make, change or rescind any material election relating to Taxes, including material elections for joint ventures, partnerships, limited liability companies, working interests or other investments where it has the capacity to make such binding election, (B) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes or (C) change, in any material respect, any of its methods of reporting any item for Tax purposes from those employed in the preparation of its Tax Returns for the most recent taxable year for which a return has been filed, except as may be required by applicable Laws;

(13)           shall cause the Target Companies not to (A) file any U.S. federal income or other material amended Tax Return, (B) settle any material claim or assessment relating to Taxes or consent to any material claim or assessment relating to Taxes or any extension or waiver of the statute of limitations for any such material claim or assessment, (C) make, rescind or change any material Tax election, (D) change any annual Tax accounting period or method of Tax accounting, (E) enter into any closing agreement with respect to any material Tax, (F) surrender any right to claim a material Tax refund or (G) modify or amend, or cause to be revoked, any Tax ruling;

(14)           shall cause the Target Companies not to create, incur, guarantee or assume any Indebtedness (other than intercompany Indebtedness solely among Target Companies), or issue or sell any debt securities or warrants or rights to acquire any of their debt securities or guarantee any debt securities of others, in each case other than (A) in connection with the refinancing of any Indebtedness of Oxford Nitrogen existing on the date of this Agreement (which refinancing shall be able to be repaid at the Closing, without delay, and shall neither (1) increase the amount of Indebtedness of Oxford Nitrogen by more than $250 million nor (2) impose any cost, penalty or premium on the prepayment of such Indebtedness unless Oxford agrees to bear the full amount of such cost, penalty or premium) or (B) other Indebtedness in an amount not to exceed $250 million less the amount of any increase in the amount of Indebtedness of Oxford Nitrogen permitted in accordance with clause (14)(1) above in the aggregate (which Indebtedness shall be able to be repaid at the Closing, without delay, and shall not impose any cost, penalty or premium on the prepayment of such Indebtedness unless Oxford agrees to bear the full amount of such cost, penalty or premium); provided that in no event shall Oxford cause or permit any of the Target Companies to incur Indebtedness pursuant to the foregoing clauses (A) and (B) to the extent any such incurrence would reasonably be expected to result in the failure of the condition set forth in Section 10.2(f);

(15)           shall cause the Target Companies not to make any material loans, advances or capital contributions to, or material investments in, any other Person, other than another Target Company;

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(16)           shall cause the Target Companies not to, settle or compromise any pending or threatened legal proceeding or claim or pay, discharge or satisfy or agree to pay, discharge or satisfy any liability in connection with any pending or threatened legal proceeding or claim, other than the settlement, compromise, payment, discharge or satisfaction of legal proceedings and liabilities that would involve, individually or in the aggregate, payment of money by a Target Company not in excess of $25 million (net of any reserves therefor and of any insurance proceeds or indemnity, contribution or similar payments available to the Target Companies in respect of such settlement) which would not involve any admission of criminal wrongdoing or result in any material conduct requirement or restriction on a Target Company;

(17)           shall cause the Target Companies not to, (A) except in the ordinary course of business or as permitted by any other subsection of this Section 7.1(b), (1) modify or amend in any material respect, waive any material right under or terminate any Material Contract or (2) enter into any new agreement that would have been considered a Material Contract if it had been entered into at or prior to the date of this Agreement, (B) enter into any time Change Orders (as defined in the Wever EPC Contract) that will delay the scheduled Provisional Acceptance Date beyond December 31, 2016, or (C) permit any Target Company to enter into any Contract with a Related Person;

(18)           shall cause the Target Companies not to make any payments or other distributions to any Related Person other than payments to employees of the Target Companies in the ordinary course of business consistent with past practice;

(19)           shall cause the Target Companies not to, directly or indirectly, (A) make any material changes in their respective cash management policies, (B) accelerate collection of any notes or accounts receivable or other amounts due from third parties in advance of their regular due date in the ordinary course of business or (C) delay payment of any note or account payable or other amounts due to third parties beyond its due date or the date when such payment would have been paid in the ordinary course of business or, except with respect to payments being contested in good faith;

(20)           shall cause the Target Companies not to adopt or implement a plan of complete or partial liquidation or a dissolution, restructuring, recapitalization or other reorganization of any Target Company; and

(21)           (A) shall not, directly or indirectly, agree in writing or otherwise to take any of the prohibited actions described in this Section 7.1(b) that refer to Oxford and (B) shall cause the Target Companies not to agree in writing or otherwise to take any of the prohibited actions described in this Section 7.1(b) that refer to such Target Companies.

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Section 7.2                                    Conduct of Cambridge Business Pending Closing. From the date of this Agreement to the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, except as (a) set forth in the Cambridge Disclosure Letter, (b) any other provision of this Agreement expressly permits or requires or (c) required by applicable Laws, unless Oxford has consented in writing thereto, such consent not to be unreasonably withheld, delayed or conditioned, Cambridge:

(i)                                     shall not, and shall cause its Subsidiaries not to, consummate, or enter into any agreement to consummate, any merger, acquisition or similar transaction that would reasonably be expected to adversely affect or materially delay the ability of Cambridge or any other Party to obtain any consent, registration, approval, authorization, clearance, no-action letter or other permit necessary or advisable to be obtained from any third party or any Governmental Body in order to consummate the Merger and the other Transactions;

(ii)                                  other than granting, conferring or awarding of any Cambridge Stock Awards to employees, directors and consultants of Cambridge in the ordinary course of business, shall not issue, deliver, sell, grant, transfer, dispose of or subject to a Lien or authorize to deliver, sell, grant, transfer, dispose of or subject to a Lien, any shares of its Capital Stock, or authorize to issue, deliver, sell, transfer, grant, dispose of or subject to a Lien, any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for its Capital Stock, effect any stock split, subdivision, combination, reclassification or otherwise change its capitalization as it existed on the date of this Agreement, in each case except pursuant to the due exercise of Cambridge Stock Options in accordance with their terms or the settlement of other Cambridge Stock Awards in accordance with their terms, in each case that are outstanding as of the date of this Agreement or granted after the date of this Agreement in compliance with this Agreement;

(iii)                               shall not, directly or indirectly, amend or propose to amend the Charter Documents, or any similar business entity formation or governing document, of Cambridge or Holdco (provided that, for the avoidance of doubt, Holdco may make such amendments required by the Companies Act in order to re-register as a public limited company as contemplated by Article III in accordance with the Restructuring Steps Plan);

(iv)                              shall not (A) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its Capital Stock other than quarterly dividends payable by Cambridge, in an amount per share not to exceed its most recent

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quarterly per share dividend and with the timing of such dividend to be consistent with past practice or (B) directly or indirectly redeem, purchase or otherwise acquire any shares of its Capital Stock except in the case of this clause (B) in an aggregate amount per fiscal quarter which, when taken together with the aggregate amount of all dividends or other distributions by Cambridge during such fiscal quarter, would not exceed $250 million;

(v)                                 shall not adopt or implement a plan of complete or partial liquidation or a dissolution, re-structuring, re-capitalization or other reorganization of Cambridge; and

(vi)                              shall not agree in writing or otherwise to take any of the prohibited actions described in this Section 7.2.

Section 7.3                                    Control of Operations. Without in any way limiting any Party’s rights or obligations under this Agreement, the Parties understand and agree that (a) nothing contained in this Agreement shall give Cambridge or Oxford, directly or indirectly, the right to control or direct the other’s (or, in the case of Cambridge, the right to control or direct any Target Company’s) operations prior to the Effective Time and (b) prior to the Effective Time, each of Cambridge and Oxford shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its respective operations.

Section 7.4                                    No Solicitation by Oxford.

(a)                                 Oxford shall, shall cause its Subsidiaries to and shall use reasonable best efforts to cause Oxford’s and its Subsidiaries’ Representatives to (i) immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal for Oxford, (ii) use reasonable best efforts to have all copies of all non-public information that Oxford, its Subsidiaries and Oxford’s or its Subsidiaries’ Representatives have previously furnished or distributed on or prior to the date of this Agreement to any such Person promptly returned or destroyed, and (iii) from the date of this Agreement until the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, (A) not terminate, waive, amend, release or modify any provision of any confidentiality agreement or standstill agreement to which it or any of its Affiliates or Representatives is a party with respect to any Acquisition Proposal or potential Acquisition Proposal for Oxford, and (B) use reasonable best efforts to enforce any such agreement; provided that if the Oxford Board determines in good faith, after consultation with its outside legal counsel that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, Oxford may waive any such standstill agreement solely to the extent necessary to permit a third party to make, on a confidential basis to the Oxford Board, an Acquisition Proposal for Oxford, conditioned upon such third party agreeing that Oxford shall not be prohibited from providing any information to Cambridge (including regarding any such Acquisition Proposal) in accordance with, and otherwise complying with, this Section 7.4.

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(b)                                 From the date of this Agreement until the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, Oxford shall not, shall cause its Subsidiaries not to and shall use its reasonable best efforts to cause Oxford’s and its Subsidiaries’ Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly facilitate or knowingly encourage, or take any other action designed to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal for Oxford (other than, solely in response to an unsolicited inquiry, to refer the inquiring Person to this Section 7.4 and to limit its conversation or other communication exclusively to such referral), (ii) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal for Oxford or that would require Oxford to abandon, terminate or fail to consummate the Transactions, (iii) enter into, initiate, continue or otherwise participate in any way in any discussions or negotiations regarding, or furnish or disclose to any Person (other than a Party) any non-public information with respect to, or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal for Oxford, (iv) approve, recommend or endorse any Acquisition Proposal for Oxford, or (v) resolve, agree or propose to do any of the foregoing.

(c)                                  Notwithstanding anything to the contrary contained in this Section 7.4, if at any time after the date of this Agreement and prior to obtaining the Oxford Stockholder Approval, Oxford, any of its Subsidiaries or any of its or their respective Representatives, receives a bona fide, unsolicited written Acquisition Proposal for Oxford from any Person that did not result from Oxford’s, its Subsidiaries’ or its or their respective Representatives’ knowing or intentional breach of this Section 7.4, and if the Oxford Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably expected to lead to a Superior Proposal for Oxford and that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, then Oxford, its Subsidiaries and its and their respective Representatives may, (A) furnish or disclose, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to Oxford and its Subsidiaries (including the Target Companies) to the Person who has made such Acquisition Proposal and its Representatives; provided that Oxford shall concurrently with the delivery to such Person provide to Cambridge any non-public information concerning the Target Companies or the Business that is provided or made available to such Person or its Representatives unless such non-public information has been previously provided or made available to Cambridge and (B) enter into, initiate, continue or otherwise participate in discussions or negotiations with the Person making such Acquisition Proposal and its Representatives regarding such Acquisition Proposal. Oxford shall promptly (and in any event within twenty-four (24) hours) notify Cambridge in writing if Oxford furnishes non-public information or enters into discussions or negotiations as provided in this Section 7.4(c).

(d)                                 Oxford shall promptly (and in any event within twenty-four (24) hours) notify Cambridge in writing of its receipt, directly or indirectly, of an Acquisition Proposal for Oxford or a proposal or offer that is reasonably likely to lead to an Acquisition Proposal for Oxford or any inquiry or request for discussions or negotiations relating to a possible Acquisition

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Proposal for Oxford. Such notice shall indicate the identity of the Person or group making such Acquisition Proposal or such inquiry, request, proposal or offer and the material terms and conditions thereof (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and thereafter Oxford shall keep Cambridge promptly informed of the status of such Acquisition Proposal and any material changes to the terms thereof.

(e)                                  Except as expressly permitted by this Section 7.4(e), the Oxford Board shall not (i) (A) change, qualify, withhold, withdraw or modify, or authorize or publicly propose to change, qualify, withhold, withdraw or modify, in each case in a manner adverse to Cambridge, the Oxford Board Recommendation or (B) adopt, approve or recommend to stockholders of Oxford, or publicly propose to adopt, approve or recommend to stockholders of Oxford, an Acquisition Proposal for Oxford (any action described in this clause (i) being referred to as an “Oxford Adverse Recommendation Change”), or (ii) authorize, cause or permit Oxford or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement with respect to any Acquisition Proposal for Oxford (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 7.4(c(). Notwithstanding anything to the contrary set forth in this Agreement, prior to the time the Oxford Stockholder Approval is obtained, but not after, the Oxford Board may make an Oxford Adverse Recommendation Change under clause (A) of such definition if and only if, both (1) solely in response to an Intervening Event or a Superior Proposal for Oxford and (2) prior to taking such action, the Oxford Board has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the Oxford Board’s fiduciary duties under applicable Law; provided, however, that prior to making such Oxford Adverse Recommendation Change, (x) Oxford has given Cambridge at least five (5) Business Days’ prior written notice of its intention to take such action, and specifying, in reasonable detail, the reasons therefor, (y) Oxford has negotiated, and has caused its Representatives to negotiate, in good faith with Cambridge during such notice period, to the extent Cambridge wishes to negotiate, to enable Cambridge to propose revisions to the terms of this Agreement such that it would permit the Oxford Board not to make an Oxford Adverse Recommendation Change pursuant to this Section 7.4(e) and (z) upon the end of such notice period, the Oxford Board shall have considered in good faith any revisions to the terms of this Agreement proposed in writing by Cambridge, and shall have determined in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the Oxford Board’s fiduciary duties under applicable Law.

Section 7.5                                    No Solicitation by Cambridge.

(a)                                 Cambridge shall, shall cause its Subsidiaries to and shall use reasonable best efforts to cause Cambridge’s and its Subsidiaries’ Representatives to (i) immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal for Cambridge, (ii) use reasonable best efforts to have all copies of all non-public information that Cambridge, its Subsidiaries and Cambridge’s or its Subsidiaries’ Representatives have previously furnished or distributed on or prior to the date of this Agreement to any such Person promptly returned or destroyed, and (iii) from the date of this Agreement until the earlier of the Closing and the date on which this Agreement is terminated pursuant to

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Section 11.1, (A) not terminate, waive, amend, release or modify any provision of any confidentiality agreement or standstill agreement to which it or any of its Affiliates or Representatives is a party with respect to any Acquisition Proposal or potential Acquisition Proposal for Cambridge, and (B) use reasonable best efforts to enforce any such agreement; provided that if the Cambridge Board determines in good faith, after consultation with its outside legal counsel that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, Cambridge may waive any such standstill agreement solely to the extent necessary to permit a third party to make, on a confidential basis to the Cambridge Board, an Acquisition Proposal for Cambridge, conditioned upon such third party agreeing that Cambridge shall not be prohibited from providing any information to Oxford (including regarding any such Acquisition Proposal) in accordance with, and otherwise complying with, this Section 7.5.

(b)                                 From the date of this Agreement until the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, Cambridge shall not, shall cause its Subsidiaries not to and shall use its reasonable best efforts to cause Cambridge’s and its Subsidiaries’ Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly facilitate or knowingly encourage, or take any other action designed to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal for Cambridge (other than, solely in response to an unsolicited inquiry, to refer the inquiring Person to this Section 7.5 and to limit its conversation or other communication exclusively to such referral), (ii) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal for Cambridge or that would require Cambridge to abandon, terminate or fail to consummate the Transactions, (iii) enter into, initiate, continue or otherwise participate in any way in any discussions or negotiations regarding, or furnish or disclose to any Person (other than a Party) any non-public information with respect to, or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal for Cambridge, (iv) approve, recommend or endorse any Acquisition Proposal for Cambridge, or (v) resolve, agree or propose to do any of the foregoing.

(c)                                  Notwithstanding anything to the contrary contained in this Section 7.5, if at any time after the date of this Agreement and prior to obtaining the Cambridge Stockholder Approval, Cambridge, any of its Subsidiaries or any of its or their respective Representatives, receives a bona fide, unsolicited written Acquisition Proposal for Cambridge from any Person that did not result from Cambridge’s, its Subsidiaries’ or its or their respective Representatives’ knowing or intentional breach of this Section 7.5, and if the Cambridge Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably expected to lead to a Superior Proposal for Cambridge and that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, then Cambridge, its Subsidiaries and its and their respective Representatives may, (A) furnish or disclose, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to Cambridge and its Subsidiaries to the Person who has made such Acquisition Proposal and its Representatives; provided that Cambridge shall concurrently with the delivery to such Person

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provide to Oxford any non-public information concerning Cambridge or its Subsidiaries that is provided or made available to such Person or its Representatives unless such non-public information has been previously provided or made available to Oxford and (B) enter into, initiate, continue or otherwise participate in discussions or negotiations with the Person making such Acquisition Proposal and its Representatives regarding such Acquisition Proposal. Cambridge shall promptly (and in any event within twenty-four (24) hours) notify Oxford in writing if Cambridge furnishes non-public information or enters into discussions or negotiations as provided in this Section 7.5(c).

(d)                                 Cambridge shall promptly (and in any event within twenty-four (24) hours) notify Oxford in writing of its receipt, directly or indirectly, of an Acquisition Proposal for Cambridge or a proposal or offer that is reasonably likely to lead to an Acquisition Proposal for Cambridge or any inquiry or request for discussions or negotiations relating to a possible Acquisition Proposal for Oxford. Such notice shall indicate the identity of the Person or group making such Acquisition Proposal or such inquiry, request, proposal or offer and the material terms and conditions thereof (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and thereafter Cambridge shall keep Oxford promptly informed of the status of such Acquisition Proposal and any material changes to the terms thereof.

(e)                                  Except as expressly permitted by this Section 7.5(e), the Cambridge Board shall not (i) (A) change, qualify, withhold, withdraw or modify, or authorize or publicly propose to change, qualify, withhold, withdraw or modify, in each case in a manner adverse to Oxford, the Cambridge Board Recommendation or (B) adopt, approve or recommend to stockholders of Cambridge, or publicly propose to adopt, approve or recommend to stockholders of Cambridge, an Acquisition Proposal for Cambridge (any action described in this clause (i) being referred to as a “Cambridge Adverse Recommendation Change”), or (ii) authorize, cause or permit Cambridge or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement with respect to any Acquisition Proposal for Cambridge (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 7.5(c(). Notwithstanding anything to the contrary set forth in this Agreement, prior to the time the Cambridge Stockholder Approval is obtained, but not after, the Cambridge Board may make a Cambridge Adverse Recommendation Change under clause (A) of such definition if and only if, prior to taking such action, both (1) solely in response to an Intervening Event or an Superior Proposal and (2) the Cambridge Board has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the Cambridge Board’s fiduciary duties under applicable Law; provided, however, that prior to making such Cambridge Adverse Recommendation Change, (x) Cambridge has given Oxford at least five (5) Business Days’ prior written notice of its intention to take such action, and specifying, in reasonable detail, the reasons therefor, (y) Cambridge has negotiated, and has caused its Representatives to negotiate, in good faith with Oxford during such notice period, to the extent Oxford wishes to negotiate, to enable Oxford to propose revisions to the terms of this Agreement such that it would permit the Cambridge Board not to make a Cambridge Adverse Recommendation Change pursuant to this Section 7.5(e) and (z) upon the end of such notice period, the Cambridge Board shall have considered in good faith any revisions to the terms of this Agreement proposed in writing by Oxford, and shall have

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determined in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the Cambridge Board’s fiduciary duties under applicable Law.

(f)                                   Nothing contained in this Section 7.5 shall prohibit Cambridge or the Cambridge Board from (i) taking and disclosing to Cambridge’s stockholders its position with respect to any tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder or (ii) making any disclosures to its stockholders if the Cambridge Board determines in good faith that the failure to make such disclosure would be inconsistent with the Cambridge Board’s fiduciary duties to Cambridge’s stockholders under applicable Law; provided, however, that (A) in no event shall this Section 7.5(f) affect the other obligations specified in this Section 7.5 and (B) any such disclosure (other than issuance by Cambridge of a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) that addresses or relates to the approval, recommendation or declaration of advisability by the Cambridge Board with respect to this Agreement or an Acquisition Proposal shall be deemed to be a Cambridge Adverse Recommendation Change unless the Cambridge Board in connection with such communication publicly states that its recommendation with respect to this Agreement has not changed or refers to the prior recommendation of the Cambridge Board without making or disclosing any Cambridge Adverse Recommendation Change.

Section 7.6                                    Preparation of the Proxy Statement and Form S-4; Provision of Oxford Financial Statements; Cambridge and Oxford Stockholder Meetings.

(a)                                 Cambridge shall, as promptly as reasonably practicable, prepare and file, subject to receipt of all financial statements and other information required to be provided by Oxford hereunder, with the SEC (i) a proxy statement (together with any supplement or amendment thereto, the “Proxy Statement”), which Cambridge shall file with the SEC, relating to the meeting of Cambridge’s stockholders to be held for the purpose of obtaining the Cambridge Stockholder Approval (such meeting, the “Cambridge Stockholder Meeting”) in accordance and in compliance with the Exchange Act and the rules and regulations thereunder and (ii) the Form S-4, which Holdco shall file with the SEC, and in which the Proxy Statement and Oxford Notice will be included as prospectuses. Each of the Parties will cooperate in the preparation of the Proxy Statement and Form S-4. Oxford shall as promptly as reasonably practicable furnish to Cambridge and Holdco in writing, for inclusion in the Proxy Statement and Form S-4, all information concerning Oxford required under the Securities Act and the Exchange Act, and the rules and regulations thereunder, to be included in the Proxy Statement and Form S-4, as may be reasonably requested by Cambridge. Cambridge, Holdco and Oxford shall notify one another promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or Form S-4 or for additional information related to the Proxy Statement or Form S-4 and will promptly supply one another with copies of all correspondence between Cambridge, Holdco, Oxford or any of their respective officers, employees, legal advisors or agents, on the one hand, and the SEC or its staff or any state securities commission, on the other hand, with respect to the Proxy Statement or Form S-4 or the Transactions. Prior to filing or mailing the Proxy Statement or Form S-4 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect

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thereto, Cambridge shall provide Oxford with a reasonable opportunity to review and comment on such document or proposed response or compliance with any such request. No filing of, or amendment or supplement to, the Proxy Statement or Form S-4 shall be made by Cambridge or Holdco without first providing Oxford a reasonable opportunity to review and comment thereon and considering in good faith any such comments from Oxford. If at any time prior to the Closing, any information relating to Cambridge or Oxford or any of their respective Affiliates, directors or officers, should be discovered by Cambridge or Oxford which should be set forth in an amendment or supplement to the Proxy Statement or Form S-4, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Party which discovers such information shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall be promptly prepared, filed with the SEC and disseminated to the stockholders of Cambridge, in each case to the extent required by applicable Laws. Each of the Parties shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after its filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other Transactions. The applicable Party shall advise the other Parties promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, or the suspension of the qualification of the shares of Holdco Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement or Form S-4 has been included therein by Cambridge and Holdco, if applicable, Cambridge shall promptly file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed (including by electronic delivery if permitted) as promptly as practicable, to its stockholders of record, as of the record date established by the Cambridge Board pursuant to Section 7.6(d) and set forth in the Proxy Statement. In addition to the foregoing, the Parties shall use their respective reasonable best efforts to take any action (other than qualifying to do business in a jurisdiction in which it is not now so qualified) required to be taken under any applicable state or provincial securities Laws in connection with the issuance and reservation of shares of Holdco Common Stock in the Merger. Cambridge shall be solely responsible for all filing fees and printing and mailing expenses incurred by or on behalf of Cambridge and Holdco in connection with the Proxy Statement, Form S-4 and the Cambridge Stockholder Meeting.

(b)                                 As promptly as reasonably practicable after the date of this Agreement, except as otherwise provided in Section 7.6(c) or Section 7.14(b), Oxford shall furnish to Cambridge and Holdco all information concerning it, the Business, its Affiliates and the Target Companies (including a description of the Business, customary management’s discussion and analysis of financial condition and results of operations, a discussion of quantitative and qualitative disclosures of market risk and the information necessary for Cambridge and Holdco to prepare any required pro forma financial statements) as may be reasonably requested and as required by the applicable rules of the SEC and other Laws, and such other information as the SEC or any other Governmental Body may reasonably request or require, in connection with the preparation of the Proxy Statement and Form S-4. All information supplied by or on behalf of Oxford for inclusion or incorporation by reference in the Proxy Statement and Form S-4 will

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comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and other applicable Law.

(c)                                  Oxford shall deliver to Cambridge and Holdco:

(i)                                     on or before November 30, 2015 or, if available prior to such date, when they become available, audited combined balance sheets of the Target Companies as of December 31, 2014 and December 31, 2013;

(ii)                                  on or before November 30, 2015 or, if available prior to such date, when they become available, audited combined statements of income and cash flows of the Target Companies for the years ended December 31, 2014 and December 31, 2013 and unaudited combined statements of income and cash flows of the Target Companies for the year ended December 31, 2012 (the audited financial statements in this Section 7.6(c)(i)-(ii), the “Business Audited Financial Statements”);

(iii)                               such interim unaudited financial statements of the Target Companies required to be included in the Proxy Statement and Form S-4, which, for the avoidance of doubt, shall include providing interim unaudited financial statements of the Target Companies as of and for the nine months ending September 30, 2015 no later than November 30, 2015 or, if available prior to such date, when they become available (the interim financial statements in this Section 7.6(c)(iii), the “Business Interim Financial Statements”); and

(iv)                              such other audited and unaudited financial statements of and information regarding the Business and the Target Companies, to the extent required for the Proxy Statement and Form S-4, and any reports, attestations or similar documents by Oxford’s auditor to be included in the Proxy Statement and Form S-4.

The Business Audited Financial Statements, Business Interim Financial Statements and the other information provided pursuant to this Section 7.6(c) shall be prepared in accordance with GAAP.

(d)                                 As promptly as reasonably practicable following the date on which the Form S-4 is declared effective, subject to Oxford’s timely performance of its obligations set forth in Section 7.6(a) , but subject to Section 7.6(g), Cambridge shall take all action in accordance with the federal securities Laws, the DGCL, the Cambridge Certificate and the Cambridge Bylaws necessary to establish a record date for, duly call, give notice of, convene and hold the Cambridge Stockholder Meeting as soon as reasonably practical for purposes of seeking the Cambridge Stockholder Approval. Cambridge may adjourn or postpone the Cambridge

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Stockholder Meeting only (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that it determines in good faith is required by applicable Laws to be disseminated to its stockholders is so disseminated or (ii) if there are insufficient shares of Cambridge Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Cambridge Stockholder Meeting. Except as expressly permitted by Section 7.5, Cambridge shall include the Cambridge Board Recommendation in the Proxy Statement and solicit and use reasonable best efforts to obtain the Cambridge Stockholder Approval at the Cambridge Stockholder Meeting. For the avoidance of doubt, Cambridge shall not be required to hold the Cambridge Stockholder Meeting if this Agreement is validly terminated in accordance with Article XI.

(e)                                  Oxford shall, as promptly as reasonably practicable, prepare a notice together with a shareholders circular (together with any supplement or amendment thereto, the “Oxford Notice”) relating to the meeting of Oxford’s stockholders to be held for the purpose of obtaining the Oxford Stockholder Approval (such meeting, the “Oxford Stockholder Meeting”) in accordance and in compliance with Dutch Laws and the Oxford Articles of Association (including the rules of Euronext Amsterdam). Each of the Parties will cooperate in the preparation of the Oxford Notice. Prior to mailing the Oxford Notice (or any amendment or supplement thereto), Oxford shall provide Cambridge with a reasonable opportunity to review and comment on the Oxford Notice and all documents attached thereto. As promptly as reasonably practicable following the date on which the Form S-4 is declared effective, but subject to Section 7.6(g), Oxford shall take all action in accordance with Dutch Laws and the Oxford Articles of Association necessary to establish a record date for, duly call, give notice of, convene and hold the Oxford Stockholder Meeting as soon as reasonably practical for purposes of seeking the Oxford Stockholder Approval. Oxford may postpone the Oxford Stockholder Meeting only to the extent necessary to ensure that any supplement or amendment to the Oxford Notice that it determines in good faith is required by applicable Laws to be disseminated to its stockholders is so disseminated (it being understood that, pursuant to Dutch Law, any such postponement may require Oxford to cancel, establish a new record date for, duly call, give notice anew of, convene and hold the Oxford Stockholder Meeting). Except as expressly permitted by Section 7.4, Oxford shall include the Oxford Board Recommendation in the Oxford Notice and solicit and use reasonable best efforts to obtain the Oxford Stockholder Approval at the Oxford Stockholder Meeting. For the avoidance of doubt, Oxford shall not be required to hold the Oxford Stockholder Meeting if this Agreement is validly terminated in accordance with Article XI. Oxford shall be solely responsible for all filing fees and printing and mailing expenses incurred by or on behalf of Oxford in connection with the Oxford Notice.

(f)                                   The Parties shall cooperate with and keep one another informed on a current basis regarding their respective solicitation efforts and voting results following the dissemination of the Proxy Statement or Oxford Notice to their respective stockholders.

(g)                                  Notwithstanding anything to the contrary in this Section 7.6, the Parties will use their respective reasonable best efforts to hold the Oxford Stockholder Meeting and the Cambridge Stockholder Meeting on the same date.

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Section 7.7                                    Notification.

(a)                                 From the date of this Agreement to the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, (i) Cambridge shall give prompt notice to Oxford of the occurrence or non-occurrence of any change, development, event, occurrence, effect or state of facts whose occurrence or non-occurrence, as the case may be, would reasonably be expected to cause any condition set forth in Section 10.3(a), Section 10.3(b) or Section 10.3(c) not to be satisfied at any time from the date of this Agreement to the Closing Date, and (ii) Oxford shall give prompt notice to Cambridge of the occurrence or non-occurrence of any change, development, event, occurrence, effect or state of facts whose occurrence or non-occurrence, as the case may be, would reasonably be expected to cause any condition set forth in Section 10.2(a), Section 10.2(b) or Section 10.2(c) not to be satisfied at any time from the date of this Agreement to the Closing Date; provided that any failure to give notice in accordance with the foregoing shall not in and of itself constitute a violation of this Agreement (including this Section 7.7) or the failure of any condition set forth in Section 10.2 or Section 10.3 to be satisfied.

(b)                                 From the date of this Agreement to the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, each Party shall make available to the other a copy of (i) any written notice or other written communication received by such Party or any of its Subsidiaries from any third party alleging that the consent of such third party is or may be required in connection with the Merger or the other Transactions, if there is a reasonable likelihood that the failure to obtain such consent would have a material impact on such Party or on the timing of the consummation of the Merger or the other Transactions, (ii) any written notice or other written communication between any Governmental Body and such Party or any of its Subsidiaries in connection with the Merger or the other Transactions and (iii) any material suits, actions, proceedings or investigations commenced or, to such Party’s knowledge, threatened that relate to this Agreement, the Merger or the other Transactions. Any Party making available a copy of any document pursuant to this Section 7.7(b) may redact therefrom such information as would, in such Party’s and its outside legal counsel’s reasonable judgment, (i) cause significant competitive harm to such Party or any of its Subsidiaries if the Transactions are not consummated or disclose references concerning the valuation of the Transactions, (ii) jeopardize the attorney-client or other legal privilege of such Party or any of its Subsidiaries or (iii) conflict with any (A) Law applicable to such Party or any of its Subsidiaries or the assets, or operation of the business, of such Party or any of its Subsidiaries or (B) Contract to which such Party or any of its Subsidiaries is a party or by which any of the its or their assets or properties are bound; provided, however, that in such instances such Party shall when providing the redacted copy of such document contemporaneously inform the other Party of the general nature of the information being redacted and, upon the other Party’s request, reasonably cooperate with the other Party to provide such redacted information, in whole or in part, in a manner that would not cause any such competitive harm (including by entering in to a “clean team” or similar agreement), jeopardize any such privilege (including by entering into a common interest or joint defense agreement) or conflict with any such Law or Contract.

(c)                                  No notification or making available of information contemplated by this Section 7.7 shall affect the representations, warranties, covenants or agreements of the Parties,

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the conditions to the obligations of the Parties or the other remedies available to the Party receiving such notification.

Section 7.8                                    Employee Matters

(a)                                 With respect to any Benefit Plans in which any individual who is employed as of the Effective Time by Cambridge and its Subsidiaries or by the Target Companies and who remains employed by Cambridge and its Subsidiaries or by the Target Companies (such employees collectively the “Affected Employees”) first becomes eligible to participate on or after the Effective Time, and in which such Affected Employee did not participate prior to the Effective Time (the “New Plans”), Holdco shall, or shall cause its Subsidiaries (subject to applicable Laws and applicable tax qualification requirements) to: (i) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees and their eligible dependents under any New Plans in which such Affected Employees may be eligible to participate after the Effective Time, except to the extent such pre-existing conditions, exclusions or waiting periods would apply under the analogous Cambridge Benefit Plan or Oxford Benefit Plan, as the case may be; (ii) provide each Affected Employee and his or her eligible dependents with credit for any co-payments and deductibles paid prior to the Effective Time under a Cambridge Benefit Plan or Oxford Benefit Plan (to the same extent that such credit was given under the analogous Cambridge Benefit Plan or Oxford Benefit Plan, as applicable, prior to the Effective Time) in satisfying any applicable deductible or out-of-pocket requirements under any New Plans in which such Affected Employee may be eligible to participate after the Effective Time for the same plan year; and (iii) recognize all service of the Affected Employees with Cambridge and Oxford and their respective Affiliates for all purposes (including, purposes of eligibility to participate, vesting credit, entitlement to benefits) in any New Plan in which such employees may be eligible to participate after the Effective Time, including any severance plan, to the extent such service is taken into account under the applicable New Plan (to the extent recognized under the corresponding Cambridge Benefit Plan or Oxford Benefit Plan); provided that the foregoing shall not apply for purposes of benefit accrual under defined benefit plans or to the extent it would result in duplication of benefits.

(b)                                 Notwithstanding anything in this Agreement to the contrary, after the Effective Time, the terms and conditions of employment for any Affected Employee whose employment is subject to a Collective Bargaining Agreement that binds Holdco or its Subsidiaries after the Effective Time shall be governed by such Collective Bargaining Agreement until its expiration, modification or termination in accordance with its terms and applicable Law.

(c)                                  With respect to any individual who is employed as of the Effective Time by Cambridge and its Subsidiaries or the Target Companies and who becomes an employee of Holdco or its Subsidiaries or remains an employee of the Target Companies following the Effective Time, Holdco shall assume in its entirety or cause its Subsidiaries to honor all obligations under, any change in control severance agreement between such individuals and Cambridge or a Cambridge Subsidiary.

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(d)                                 Subject to Section 7.8(a), no provision of this Section 7.8 shall be construed as a limitation on the right of Holdco and its Subsidiaries to amend or terminate any specific Cambridge Benefit Plan or Target Benefit Plan that Cambridge or Oxford would otherwise have under the terms of such Cambridge Benefit Plan or Target Benefit Plan, or shall any provision of this Section 7.8 be construed to require the continuation of the employment of any particular Affected Employee. The provisions of this Section 7.8 are solely for the benefit of the Parties, and no current or former director, officer, employee or independent contractor or any other Person shall be a third-party beneficiary of this Section 7.8 of this Agreement, and nothing herein shall be construed as an amendment to any Oxford Benefit Plan, Cambridge Benefit Plan or other compensation or benefit plan or arrangement for any purpose.

(e)                                  Oxford and Cambridge shall consult each other in good faith and in a reasonably timely manner in advance of any material communications with Affected Employees or their Representatives regarding the impact of the Transactions on the Affected Employees, including the impact on Oxford Benefit Plans or Cambridge Benefit Plans.

(f)                                   Oxford and Cambridge have taken and/or shall take all steps necessary to comply with any information or consultation requirements with any labor union, works council, labor organization or employee representative body regarding the Transactions prior to the Closing, whether pursuant to any Collective Bargaining Agreement to which Oxford, Cambridge, any of their respective Subsidiaries is a party to or bound by or pursuant to applicable Law, including for the avoidance of doubt the Social and Economic Council Merger Regulation for the protection of employees (SER-Besluit fusiegedragsregels 2000 ter bescherming van de belangen van werknemers) and the Dutch Works Council Act (Wet op de Ondernemingsraden), which require Oxford to inform and invite certain trade unions for consultation prior to entering into this agreement and to inform and consult with the Oxford Nitrogen works council prior to the Closing. If any of the employee representative bodies wishes to discuss or make their consultation or opinion conditional upon any commitment, forward-looking statement, condition, obligation, requirement, undertaking or modification, Oxford and Cambridge shall discuss in good faith whether to accommodate this. Oxford and Cambridge shall use commercially reasonable efforts to resolve any outstanding issues in this respect and to address any concerns or conditions of such employee representative bodies, without any binding obligation to address any concerns or agree on any conditions.

(g)                                  For a period of one (1) year from and after the Closing Date, Oxford shall not, and shall not permit any of its controlled Affiliates or any of its and their respective Representatives to, directly or indirectly, (i) cause, induce or attempt to cause or induce any employee of Holdco and its Subsidiaries or a Target Company to terminate such relationship; (ii) in any way interfere with the relationship between Holdco and its Subsidiaries and the Target Companies and any of their respective employees; or (iii) hire, retain, employ or otherwise engage or attempt to hire, retain, employ or otherwise engage as an employee, independent contractor or otherwise, any employee of Holdco and its Subsidiaries or the Target Companies; provided, however, that Oxford shall not be precluded from hiring, retaining, employing or otherwise engaging any Person who responds to general or public solicitation not targeted at employees of Holdco and its Subsidiaries or the Target Companies.

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Section 7.9                                    Access; Confidentiality.

(a)                                 From the date of this Agreement to the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, Oxford shall, and shall cause the Target Companies to, subject to applicable Laws relating to the sharing of information and upon reasonable advance notice, afford Cambridge’s Representatives reasonable access, during normal business hours, to its personnel, properties, books and records and contracts of the Target Companies and, during such period, Oxford shall, and shall cause the Target Companies to, furnish promptly to the other all information concerning the Business, the Target Companies and their properties and personnel as may reasonably be requested by Cambridge; provided that such access shall not include any right to conduct environmental sampling or testing at any of the Oxford Real Property; provided, further, that all access and furnishing of information contemplated by this Section 7.9 shall be conducted in such a manner as not to interfere unreasonably with the normal operations of Oxford or the Target Companies.

(b)                                 From the date of this Agreement to the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, Cambridge shall, and shall cause its Subsidiaries to, subject to applicable Laws relating to the sharing of information and upon reasonable advance notice, afford Oxford’s Representatives reasonable access, during normal business hours, to its personnel, properties, books and records and Contracts and, during such period, Cambridge shall, and shall cause its Subsidiaries to, furnish promptly to the other all information concerning its and their businesses, properties and personnel as may reasonably be requested by Oxford; provided that such access shall not include any right to conduct environmental sampling or testing at any Cambridge real property; provided, further, that all access and furnishing of information contemplated by this Section 7.9(b) shall be conducted in such a manner as not to interfere unreasonably with the normal operations of Cambridge or its Subsidiaries.

(c)                                  All information exchanged pursuant to Section 7.9(a) or Section 7.9(b) shall be governed by the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary contained in this Section 7.9, no Party or any of its Subsidiaries shall be required to provide any access, or furnish any information, if doing so would, in such Party’s and its outside legal counsel’s reasonable judgment, (i) cause significant competitive harm to such Party or any of its Subsidiaries if the Transactions are not consummated or disclose references concerning the valuation of the Transactions, (ii) jeopardize the attorney-client or other legal privilege of such Party or any of its Subsidiaries or (iii) conflict with any (A) Law applicable to such Party or any of its Subsidiaries or the assets, or operation of the business, of such Party or any of its Subsidiaries or (B) Contract to which such Party or any of its Subsidiaries is a party or by which any of the its or their assets or properties are bound; provided, however, that in such instances such Party shall promptly inform the other Party of the general nature of the information being withheld and, upon the other Party’s request, reasonably cooperate with the other Party to provide such access or furnish such information, in whole or in part, in a manner that would not cause any such competitive harm (including by entering in to a “clean team” or similar agreement), jeopardize any such privilege (including by entering into a common interest or joint defense agreement) or conflict with any such Law or Contract. No access provided or information furnished pursuant to Section 7.9(a) or Section 7.9(b) shall affect the representations, warranties, covenants or agreements of the Parties, the conditions to the

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obligations of the Parties or the other remedies available to the other Party to which such access was provided or such information was furnished.

(d)                                 Cambridge and Oxford agree that their respective obligations under the Confidentiality Agreement shall continue and remain in effect until the Closing, upon which such obligations shall expire. In the event that this Agreement is terminated pursuant to the terms hereof prior to the Closing, the Confidentiality Agreement shall remain in full force and effect in accordance with its terms or, if later, for one (1) years from the date of such termination.

(e)                                  From and after the Closing, Oxford shall not, and Oxford shall cause the Oxford Companies and its and their respective Representatives not to, divulge or convey to any third party or use any Target Confidential Information; provided, however, that any such Person may furnish such portion (and only such portion) of Target Confidential Information as such Person reasonably determines they are legally obligated to disclose if: (i) they receive a request to disclose all or any part of the Target Confidential Information under the terms of a subpoena, civil investigative demand or order issued by or for the benefit of a Governmental Body; (ii) to the extent not inconsistent with such request and permissible under applicable Law, the recipient notifies Holdco of the existence, terms and circumstances surrounding such request and consults with Holdco on the advisability of taking steps available under applicable Laws to resist or narrow such request; (iii) the recipient discloses only that portion of the Target Confidential Information as it reasonably determines it is legally obligated to disclose; and (iv) if so requested by Holdco, the recipient cooperates with Holdco and otherwise exercises its reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the Target Confidential Information required to be disclosed pursuant to a subpoena, civil investigative demand or order. Any cooperation or other exercise of efforts pursuant to the foregoing clause (iv) shall be undertaken at Holdco’s sole cost and expense.

(f)                                   From and after the Closing, Holdco shall not, and Holdco shall cause its Subsidiaries (including the Target Companies and Cambridge) and its and their respective Representatives not to, divulge or convey to any third party or use any Oxford Confidential Information; provided, however, that any such Person may furnish such portion (and only such portion) of Oxford Confidential Information as such Person reasonably determines they are legally obligated to disclose if: (i) they receive a request to disclose all or any part of the Oxford Confidential Information under the terms of a subpoena, civil investigative demand or order issued by or for the benefit of a Governmental Body; (ii) to the extent not inconsistent with such request and permissible under applicable Law, the recipient notifies Oxford of the existence, terms and circumstances surrounding such request and consults with Oxford on the advisability of taking steps available under applicable Laws to resist or narrow such request; (iii) the recipient discloses only that portion of the Oxford Confidential Information as it reasonably determines it is legally obligated to disclose; and (iv) if so requested by Oxford, the recipient cooperates with Oxford and otherwise exercises its reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the Oxford Confidential Information required to be disclosed pursuant to a subpoena, civil investigative demand or order. Any cooperation or other exercise of efforts pursuant to the foregoing clause (iv) shall be undertaken at Oxford’s sole cost and expense.

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(g)                                  For a period of ten (10) years after the Closing Date or such other period required by applicable Laws, Holdco shall, and shall cause the Target Companies to, (i) preserve and retain all corporate, accounting, legal, auditing, human resources and other books and records of each Target Company (including any documents relating to any governmental or non-governmental claims, actions, suits, proceedings or investigations, collectively the “Target Records”) relating to the conduct and operations of the Business prior to the Closing Date and (ii) afford to Oxford and Oxford’s accountants, counsel and other Representatives reasonable access to inspect and copy during regular business hours, upon reasonable advance notice, any such Target Records. During such ten (10)-year period, Holdco (or its successors and assigns) shall not, and shall cause the Target Companies not to, destroy or dispose of or allow the destruction or disposition of any Target Record, without first having offered in writing to deliver such Target Records to Oxford. Holdco and the Target Companies (or their respective successors and assigns) shall be entitled to destroy or dispose of the Target Records only if (i) Oxford shall have failed to request delivery of such Target Records within forty-five (45) days after receipt of the written offer described in the preceding sentence or (ii) Oxford shall have requested copies of such Target Records within such forty-five (45) day period and Holdco shall have delivered such Target Records to Oxford (which delivery shall be at Oxford’s sole cost and expense).

(h)                                 For a period of ten (10) years after the Closing Date or such other period required by applicable Laws Oxford shall (i) preserve and retain all corporate, accounting, legal, auditing, human resources and other books and records of each Target Company (including any documents relating to any governmental or non-governmental claims, actions, suits, proceedings or investigations, collectively the “Oxford Records”) relating to the conduct and operations of the Business prior to the Closing Date in Oxford’s possession and (ii) afford to Holdco and Holdco’s accountants, counsel and other Representatives reasonable access to inspect and copy during regular business hours, upon reasonable advance notice, any such Oxford Records. During such ten (10)-year period, Oxford (or its successors and assigns) shall not destroy or dispose of or allow the destruction or disposition of any Oxford Record, without first having offered in writing to deliver such Oxford Records to Holdco. Oxford (or its successors and assigns) shall be entitled to destroy or dispose of the Oxford Records only if (i) Holdco shall have failed to request delivery of such Oxford Records within forty-five (45) days after receipt of the written offer described in the preceding sentence or (ii) Holdco shall have requested copies of such Oxford Records within such forty-five (45) day period and Oxford shall have delivered such Oxford Records to Holdco (which delivery shall be at Holdco’s sole cost and expense).

Section 7.10                             Reasonable Best Efforts; Regulatory Filings and Other Actions.

(a)                                 Each Party shall use its reasonable best efforts to take or cause to be taken all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable to cause the conditions set forth in Section 10.1 and (in the case of Oxford) Section 10.2 or (in the case of Cambridge) Section 10.3 to be satisfied and to consummate and make effective the Merger and the other Transactions as soon as practicable, including using its reasonable best efforts to obtain, or cause to be obtained, all waivers, permits, consents, approvals, authorizations, qualifications and orders of all Governmental Bodies and officials and parties to Contracts with Cambridge, Oxford or any of their respective Subsidiaries that may be or become necessary for the performance of obligations pursuant to this Agreement and the consummation

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of the Merger and the other Transactions. Notwithstanding the foregoing, none of Oxford, any of its Subsidiaries or any Affiliates shall have any obligation to agree to amend or modify any Contract or pay any fees, costs or expenses to any third party in connection with obtaining any such waivers, permits, consents, approvals, authorizations, qualifications or orders. Each Party shall cooperate and assist one another in good faith (i) in connection with all actions to be taken pursuant to this Section 7.10(a), including the preparation and making of the filings referred to herein and, if requested, amending or furnishing additional information hereunder, and (ii) in seeking, as promptly as practicable, to obtain all such waivers, permits, consents, approvals, authorizations, qualifications and orders. Upon the terms and subject to the conditions set forth in this Agreement (including Section 7.10(b)), each Party agrees to make any filings required to be made pursuant to the HSR Act, the EU Merger Regulation or other applicable Antitrust Laws with respect to the Merger and the other Transactions as promptly as practicable and to supply as promptly as practicable to the appropriate Governmental Bodies any additional information and documentary material that may be requested by such Governmental Bodies pursuant to the HSR Act, the EU Merger Regulation or such other applicable Antitrust Laws. All such antitrust filings to be made shall be made in substantial compliance with the requirements of the HSR Act, the EU Merger Regulation and such other applicable Antitrust Laws, as applicable. All filing fees payable to Governmental Bodies in connection with the foregoing shall be borne exclusively by Cambridge, and Cambridge shall promptly reimburse Oxford and its Affiliates for any such fees paid by such Persons in connection with this Agreement, the Merger and the other Transactions.

(b)                                 In furtherance, and without limiting the generality, of the foregoing, the Parties shall use their reasonable best efforts to (i) cooperate with and assist each other in good faith to (A) determine, as promptly as practicable, which filings are required to be made pursuant to the HSR Act, the EU Merger Regulation or other applicable Antitrust Laws with respect to the Merger and the other Transactions, (B) provide or cause to be provided as promptly as practicable to the other Parties all necessary information and assistance as any Governmental Body may from time to time require of such Party in connection with obtaining the relevant waivers, permits, consents, approvals, authorizations, qualifications, orders or expiration of waiting periods in relation to such filings or in connection with any other review or investigation of the Merger and the other Transactions by a Governmental Body pursuant to the HSR Act, the EU Merger Regulation or other applicable Antitrust Laws and (C) provide or cause to be provided as promptly as practicable all assistance and cooperation to allow the other Parties to prepare and submit any such filings or submissions required to be submitted under the HSR Act, the EU Merger Regulation or other applicable Antitrust Laws, including providing to the other Parties any information that the other Parties may from time to time require for the purpose of any filing with, notification to, application with, or request for further information made by, any Governmental Body in respect of any such filing and (ii) (A) cooperate with and assist each other in good faith to devise and implement a joint strategy for making such filings, including the timing thereof, and for obtaining any related antitrust, competition, fair trade or similar clearances, (B) consult in advance with the other Parties and in good faith take the other Parties’ views into account regarding the overall strategic direction of obtaining such antitrust, competition, fair trade or similar clearances and (C) consult with the other Parties prior to taking any material substantive position in any written submissions or, to the extent practicable, in any discussions with Governmental Bodies with respect to such antitrust, competition, fair trade or similar clearances. Cambridge shall be permitted to take the lead in all joint meetings and communications with any Governmental Body in connection with obtaining any necessary

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antitrust, competition, fair trade or similar clearances; provided that Cambridge shall have complied with its obligations under the other provisions of this Section 7.10. Each Party shall permit the other Parties to review and discuss in advance, and shall consider in good faith the views of the other Parties in connection with, any analyses, presentations, memoranda, briefs, written arguments, opinions, written proposals or other materials to be submitted to the Governmental Bodies. Each Party shall keep the other apprised of the material content and status of any material communications with, and material communications from, any Governmental Body with respect to the Merger and the other Transactions, including promptly notifying the other of any material communication it receives from any Governmental Body relating to any review or investigation of the Merger and the other Transactions under the HSR Act, the EU Merger Regulation or other applicable Antitrust Laws. The Parties shall, and shall use their reasonable best efforts to cause their respective Affiliates to, provide each other with copies of all material, substantive correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Body or members of its staff, on the other hand, with respect to this Agreement, the Merger and the other Transactions; provided, however, that materials may be redacted (1) to remove references concerning the valuation of Oxford and its Subsidiaries or Cambridge and its Subsidiaries, as applicable; (2) as necessary to comply with any Contract or applicable Laws or orders; and (3) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

(c)                                  Cambridge and Oxford shall, and shall cause each of their respective Subsidiaries to, take any and all steps necessary to obtain approval of the consummation of the Merger and the other Transactions by any Antitrust Authority, including taking all steps necessary to avoid or eliminate each and every legal impediment under any applicable Antitrust Law that may be asserted by any Antitrust Authority or any other Person so as to enable the Parties to consummate and make effective the Merger and the other Transactions as soon as practicable, and in any event prior to the End Date, including proposing, negotiating, accepting, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of their Subsidiaries, assets, properties, leases or businesses, the entrance into, or the amendment, modification or termination of, any Contracts, ownership rights, supply agreements, tolling agreements or other arrangements, and other remedies (each a “Divestiture”) in order to obtain such approvals and to avoid the entry of, and to avoid the commencement of litigation or other legal proceedings seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other applicable Law in any suit or other legal proceeding, which could otherwise have the effect of materially delaying or preventing the consummation of the Merger or any of the other Transactions. In addition, Cambridge and Oxford shall, and shall cause each of their respective Subsidiaries to, defend through litigation on the merits so as to enable the Parties to consummate and make effective the Merger and the other Transactions as soon as practicable (and in any event prior to the End Date) any claim asserted in court or an administrative or other tribunal by any Antitrust Authority or other Person under applicable Antitrust Laws in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) or other applicable Law that could prevent or materially delay the Closing from occurring as soon as practicable; provided, however, that, for the avoidance of doubt, such litigation shall in no way limit the obligations of the Parties to comply with their obligations under the terms of this Section 7.10. Notwithstanding the foregoing or any other provision of this Agreement, neither Cambridge nor Oxford nor any of their respective Subsidiaries or Affiliates shall be required to

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agree to Divestiture if (i) such Divestiture is not conditioned on the consummation of the Merger and the other Transactions or (ii) such Divestiture would constitute a Burdensome Condition. In the event of any conflict between Section 7.10(a), Section 7.10(b) or Section 7.10(c), the provisions of this Section 7.10(c) shall, which respect to the matters addressed in this Section 7.10(c), supersede the provisions of Section 7.10(a) and Section 7.10(b). For purposes of this Agreement, one or more Divestitures shall constitute a “Burdensome Condition” if and to the extent such Divestitures would, individually or in the aggregate with all other Divestitures taken together, either (i) reasonably be expected to result (after giving effect to any net after-tax proceeds or other benefits reasonably expected to result from any such Divestiture) in adverse valuation effects (measured on a net present value basis) to (A) the business, results of operations or financial condition of (x) the Target Companies, (y) Cambridge or its Subsidiaries either before or after giving effect to the Merger and the other Transactions or (z) Holdco or its Subsidiaries after giving effect to the Merger and the other Transactions or (B) any anticipated benefits (net of any costs associated with or relating to such anticipated benefits so affected) reasonably expected to result to Holdco, Cambridge, the Target Companies and their respective Subsidiaries from the Merger or the other Transactions, that, in the case of (A) and (B), individually or in the aggregate exceed $100,000,000 or (ii) require Cambridge, Oxford or any of their respective Subsidiaries or Affiliates to divest, sell, dispose, assign, license any rights with respect any property, plant or equipment having a Fair Market Value in excess of $100,000,000; provided, further, that for purposes of this Agreement, “Fair Market Value” is based on the value that a willing buyer would pay a willing seller independent of the Merger or any of the other Transactions.

(d)                                 Each Party shall and shall cause its Subsidiaries to respond as promptly as practicable to any inquiries or requests for information and documentary material received from any Governmental Body in connection with any antitrust or competition matters related to this Agreement and the Transactions. Cambridge and Oxford shall not, and shall cause each of their respective Subsidiaries not to, (i) agree to extend any waiting period or to refile under the DPA or any Antitrust Laws (except with the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed), or (ii) enter into any agreement with any Governmental Body to not consummate the Merger and the other Transactions.

(e)                                  Cambridge and Oxford each shall, upon request by the other and subject to applicable Laws relating to the sharing of information, furnish the other with all information concerning itself, its Subsidiaries, Affiliates, and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Cambridge and Oxford or any of their respective Subsidiaries to any third party and/or any Governmental Body in connection with the Merger and the other Transactions.

Section 7.11                             Insurance. Holdco acknowledges that coverage for the Target Companies under the insurance policies listed on Section 7.11 of the Oxford Disclosure Letter will cease as of the Closing Date. Following the Closing, Oxford agrees to cooperate with Holdco and the Target Companies in making claims under such insurance policies with respect to material occurrences, accidents, incidents or claims regarding the Target Companies that occurred between the date of this Agreement and prior to the Closing Date, and shall use its commercially reasonable efforts to obtain and remit promptly any recoveries (net of any expenses, incurred in obtaining such recoveries, including collection costs and reserves,

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deductibles, premium adjustments and retrospectively rated premiums) under such insurance policies with respect thereto, to the extent actually received by any Oxford Company, to Holdco.

Section 7.12                             Public Announcements. The Parties will (a) consult with each other before issuing any press release or otherwise making any public announcement or statement with respect to this Agreement, the Merger or any of the other Transactions, (b) provide each other a reasonable opportunity to review and comment upon any such press release, public announcement or statement, (c) shall consider in good faith the others’ comments to any such press release, public announcement or statement and (d) not issue any such press release or make any such public announcement or statement prior to such consultation, review, comment and consideration, except to the extent (a) as any Party may be required to do by applicable Laws, court order or by obligations pursuant to any listing agreement with any national securities exchange (in which case such Party will, to the extent practicable, promptly inform the other Parties in writing in advance of such compelled disclosure) and (b) as is consistent with previous press releases, public disclosures or public statements made jointly by the Parties or in investor conference calls, SEC filings, Q&As or other documents approved by the Parties for issuance to the public pursuant to this Section 7.12.

Section 7.13                             Listing Application. Cambridge and Holdco shall use their reasonable best efforts to promptly prepare and submit to the NYSE a listing application covering the shares of Holdco Common Stock to be issued pursuant to this Agreement and shall use their reasonable best efforts to obtain, prior to the Closing, approval for the listing of such shares, subject to official notice of issuance.

Section 7.14                             Cooperation with Financial Reporting; Additional Financial Statements.

(a)                                 Oxford shall, within sixty-five (65) calendar days following the Closing, furnish all historical, annual and interim audited and unaudited financial statements required to be filed in a Form 8-K amendment (the “Form 8-K/A”) to be filed by Holdco pursuant to Item 9.01 of Form 8-K on or before the date that is seventy-one (71) calendar days after its filing of an 8-K announcing the Effective Time (which in turn must be filed by Holdco within four (4) Business Days following the Effective Time). Oxford shall use its reasonable best efforts to provide Holdco with any other financial information with respect to the Target Companies necessary to prepare, and will reasonably cooperate with Holdco’s preparation of, pro forma financial statements required to be included in such Form 8-K/A.

(b)                                 After the date of the filing of the Form S-4, Oxford will furnish to Cambridge as soon as available and in any event within forty (40) calendar days after the end of each calendar quarter (other than the last quarter of the year) which ends prior to the Closing Date, an unaudited combined balance sheet of the Target Companies as of the end of that fiscal quarter and the related statements of income and cash flows for that fiscal quarter, in each case (i) setting forth in comparative form the figures for the corresponding portion of the Target Companies’ previous fiscal year and (ii) prepared in accordance with GAAP. Oxford will furnish to Cambridge as soon as available and in any event within eighty-five (85) calendar days after the end of each calendar year which ends prior to the Closing Date, an audited combined balance sheet of the Target Companies as of the end of that fiscal year and the related audited statements

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of income and cash flows for that fiscal year and for the Target Companies’ prior fiscal year prepared in accordance with GAAP.

Section 7.15                             Section 16 Matters. Prior to the Effective Time, Holdco and Cambridge shall take all such actions as may be required to cause any dispositions of Cambridge Common Stock (including derivative securities thereof) or acquisitions of Holdco Common Stock (including derivative securities thereof) resulting from the Transactions by each Person who will become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Holdco to be exempt under Rule 16b-3 promulgated thereunder.

Section 7.16                             Cambridge Financing.

(a)                                 Cambridge shall use its reasonable best efforts (taking into account the expected timing of the Marketing Period) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the Debt Financing, including using reasonable best efforts to (i) maintain in effect the Commitment Letter in accordance with the terms and subject to the conditions thereof (except for replacements thereof not prohibited by this Section 7.16(a) or Section 7.16(b)); (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Commitment Letter (including any “market flex” provisions in respect thereof) or on other terms not prohibited by this Section 7.16(a) or Section 7.16(b) or not materially less favorable, in the aggregate, to Cambridge (as determined in the reasonable judgment of Cambridge) than the terms and conditions contained in the Commitment Letter, to the extent such definitive agreements are executed and delivered prior to the Closing, maintain in effect such definitive agreements; (iii) satisfy (or, if deemed advisable by Cambridge, seek a waiver of) on a timely basis all conditions in the Commitment Letter and such definitive agreements within the control of Cambridge and required to be satisfied by it and otherwise comply in all material respects with all terms applicable to Cambridge in such definitive agreements; (iv) upon satisfaction or waiver (by the applicable party that is the beneficiary of such condition precedent in the Commitment Letter or the definitive agreements, as applicable) of all of the conditions precedent under Section 10.1 and Section 10.2 (other than those that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), draw a sufficient amount of the Debt Financing or any other financing to enable Cambridge to consummate the Merger, it being understood that, notwithstanding the foregoing, the receipt of the Debt Financing or any other financing by Cambridge is not a condition to Cambridge’s obligation to consummate the Merger on the terms and conditions set forth herein (subject to the terms of Article X); and (v) upon satisfaction or waiver (by the applicable party that is the beneficiary of such condition precedent in the Commitment Letter or the definitive agreements, as applicable), of all the conditions precedent under Section 10.1 and Section 10.2 (other than those that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), enforce the funding obligations rights under the Commitment Letter or such definitive agreements in the event of a failure to fund by the Financing Sources that would impede or delay the Closing.

(b)                                 In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter and such portion is reasonably required to consummate the Transactions, Cambridge shall promptly notify Oxford and shall use

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its reasonable best efforts to arrange and to obtain from alternative sources upon terms and conditions (including any market flex provisions) not materially less favorable, in the aggregate, to Cambridge (as determined in the reasonable judgment of Cambridge) than those contained in the Commitment Letter (“Alternative Financing”), an amount sufficient, when taken together with (x) amounts of financing otherwise obtained and available at the Closing and (y) other financial resources of Cambridge (including its cash on hand and marketable securities readily convertible into cash, in each case, that are available at the Closing), to consummate the Merger, it being understood and agreed that if Cambridge proceeds with any Alternative Financing, Cambridge shall be subject to the same obligations with respect to such Alternative Financing as set forth in this Agreement with respect to the Debt Financing. For purposes of this Agreement, (1) the term “Debt Financing” shall be deemed to include any Alternative Financing, and (2) the term “Commitment Letter” shall be deemed to include the Commitment Letter as amended, restated, supplemented or otherwise modified in a manner not prohibited by Section 7.16(a) or this Section 7.16(b), and any commitment letter with respect to the Alternative Financing. Cambridge shall promptly deliver to Oxford correct and complete copies of all agreements (redacted to omit the fee amounts and market flex provisions therein in the event such agreement is a fee letter) pursuant to which any such alternative source shall have committed to provide Cambridge with any portion of such Alternative Financing. Cambridge shall give Oxford prompt notice of any material breach (of which Cambridge becomes aware) by any party to the Commitment Letter or of any termination, waiver, amendment, restatement or other modification of the Commitment Letter. Cambridge shall keep Oxford reasonably informed of the status of its efforts to arrange the Financing. Cambridge shall not amend, restate, waive, or modify, or agree to amend, restate, waive or modify, the Commitment Letter in any manner that would (A) impose new or additional conditions precedent, or otherwise amend, modify or expand any conditions precedent, to the receipt of the Debt Financing, (B) reduce the aggregate principal amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing if such changes would reduce the aggregate principal amount of the Debt Financing), below the amount required, taken together with (x) amounts of financing otherwise obtained and available at the Closing, and (y) other financial resources of Cambridge (including its cash on hand and marketable securities readily convertible into cash, in each case, that are available at the Closing), to consummate the Merger or (C) individually or in the aggregate with all other such amendments, modifications or waivers, reasonably be expected to materially adversely affect the ability of Cambridge to enforce its rights against other parties to the Commitment Letter or the definitive agreements with respect to the Debt Financing, or would reasonably be expected to prevent or impair or delay the ability of Cambridge to consummate the Transactions, in each case with respect to the foregoing clauses (A), (B) and (C) without the prior written consent of Oxford; provided, that no consent from Oxford shall be required for any amendment, restatement, waiver or modification of the Commitment Letter that (v) is limited to adding or replacing lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date of this Agreement, (w) implements or exercises any “market flex” or other similar provisions provided in the Fee Letter as in effect on the date of this Agreement, (x) increases the commitments or the amount of indebtedness thereunder, (y) reduces the commitments or the amount of indebtedness thereunder not constituting part of the Debt Financing or (z) reduces the commitments or the amount of indebtedness thereunder by the amount of proceeds actually received from any private or capital markets debt financing in replacement thereof and available at the Closing.

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(c)           From and after the date of this Agreement and through the earlier of the Closing and the date on which this Agreement is terminated in accordance with Article XI, Oxford shall, and shall cause its controlled Affiliates (including Holdco if it is a Controlled Affiliate at such time) and the Target Companies to, and shall use reasonable best efforts to cause its and their respective Representatives to, provide, on a timely basis, in each case subject to Cambridge’s reimbursement and indemnification obligations in this Section 7.16(c) and Section 7.16(d), such reasonable assistance and cooperation as is customary and reasonably requested by Cambridge and/or the Financing Sources in connection with Cambridge’s obtaining, marketing and arrangement of the Financing, including:

(i)            furnishing Cambridge and the Financing Sources and their respective Representatives with (A) all historical financial information regarding the Business, Oxford and the Target Companies reasonably requested by Cambridge or the Financing Sources in order to market and consummate the Financing, including the historical financial statements required to be delivered pursuant to the Commitment Letter and the information necessary for Cambridge to prepare pro forma financial statements required to be delivered pursuant to the Commitment Letter (in each case as in effect on the date hereof, or any similar provisions pursuant to any amendments to the Commitment Letter in a manner not prohibited by Section 7.16(a) or Section 7.16(b) or pursuant to any Alternative Financing) (provided that Oxford shall not be required to provide any audited financial statements for fiscal years prior to 2013), and (B) such other information regarding the Business, Oxford and the Target Companies as may be reasonably requested by Cambridge, the Financing Sources or their respective agents to prepare customary bank information memoranda, lender and investor presentations, offering memoranda and private placement memoranda (including under Rule 144A under the Securities Act), and registration statements and prospectuses (including on Form S-1) under the Securities Act, including (x) customary “management’s discussion and analysis of financial condition and results of operations” disclosure regarding the Business and (y) such other information and data as are otherwise reasonably necessary in order to receive customary “comfort” letters with respect to the financial statements and data referred to in this clause (i), including as to customary negative assurance and change period comfort and other materials in connection with a syndicated bank financing or other debt offering in connection with the Financing (including information reasonably requested by such Persons so as to permit Cambridge to prepare the “Projections” contemplated by the Commitment Letter) (all information required to be delivered pursuant to this clause (i) being referred to collectively as the “Required Information”);

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(ii)           furnishing Cambridge with documentation and other information reasonably requested by such Financing Sources required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act to the extent reasonably requested by Cambridge or such Financing Sources at least ten (10) Business Days prior to the Closing Date;

(iii)          using reasonable efforts to participate (including by making members of senior management, certain Representatives and certain non-legal advisors, in each case with appropriate seniority and expertise, available to participate) in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders, underwriters, initial purchasers and purchasers of, the Financing), due diligence sessions, presentations and “road shows”, drafting sessions and sessions with rating agencies in connection with the syndication or other marketing of the Financing, in each case upon reasonable advance notice and at mutually agreed times;

(iv)          reasonably cooperating with the Financing Sources’ and their respective agents’ due diligence, including providing reasonable access to documentation reasonably requested by such Persons in connection with lending or capital markets transactions;

(v)           reasonably cooperating with the marketing efforts for any portion of the Financing, including using reasonable best efforts to ensure that any syndication effort benefits materially from any existing lending and investment banking relationship;

(vi)          reasonably aiding in the preparation of documentation, including bank information memoranda, lender and investor presentations, offering memoranda and private placement memoranda (including under Rule 144A under the Securities Act), and registration statements and prospectuses (including on Form S-1) under the Securities Act (including, in the case of bank information memoranda, offering memoranda and private placement memoranda, the delivery of customary authorization and representation letters), rating agency presentations, road show presentations and written offering materials and similar documents used to complete such Financing, in each case, to the extent information contained therein relates to the Business, Oxford and the Target Companies and is customarily included in such documents;

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(vii)         using reasonable best efforts to cause Oxford’s certified independent auditors to provide (A)(x) consent to use of their reports in any materials relating to the Financing, including offering memoranda that include or incorporate Oxford’s consolidated financial information and their reports thereon and (y) auditors’ reports and customary comfort letters with respect to financial information included in the Required Information in customary form, including as to customary negative assurance and change period comfort, and (B) other customary documentation and assistance (including reasonable assistance in the preparation of pro forma financial statements by Cambridge) (for the avoidance of doubt, the auditors will provide such documents and assistance in advance of the Effective Time in connection with any part of the Financing);

(viii)        using reasonable best efforts to provide information in the preparation of documents for Closing, to the extent such information pertains to Oxford, the Business or the Target Companies;

(ix)          to the extent that Holdco or its Subsidiaries, in each case when a controlled Affiliate of Oxford, or any Target Company is to be party to any definitive agreements in respect of the Financing following the Effective Time and the relevant signatories will continue in office post-Closing, providing (including using reasonable best efforts to obtain such documents from its advisors) customary certificates, corporate authorizations, or other customary closing documents and definitive agreements as may be reasonably requested by Cambridge or the Financing Sources;

(x)           taking all actions reasonably necessary in connection with the payoff of existing Indebtedness (excluding any Indebtedness permitted to be outstanding on the Closing Date, if any) of any Target Company at the Closing and the release of any related Lien at the Closing (including, without limitation, obtaining customary payoff letters, security agreement and lien terminations, mortgage releases, UCC releases and authorization letters, release and delivery of possessory collateral, termination of control agreements and other instruments of release or discharge, and delivery of notices of prepayment or redemption); provided that the effectiveness of any such documents shall be subject to delivery of sufficient funds by Cambridge or, at or substantially simultaneously with the Closing, Holdco to Oxford or the applicable borrower;

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(xi)          providing authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders and containing a representation to the Financing Sources that the public side versions of such documents, if any, do not include material non-public information about Oxford or its Subsidiaries or their respective Affiliates or securities;

(xii)         informing Cambridge if the Oxford Board or a committee thereof, Oxford’s chief financial officer or any other executive officer of Oxford concludes that any previously issued financial statements included or intended to be used in the Required Information should no longer be relied upon;

(xiii)        informing Cambridge promptly if any member of the Oxford Board or any executive officer of Oxford shall have knowledge of any facts as a result of which a restatement of any of Oxford’s or its Subsidiaries’ financial statements is probable; and

(xiv)        taking all actions to remove all recorded mechanics’ Liens of record on the Oxford Real Property.

Notwithstanding the foregoing, it is understood and agreed that Oxford, its controlled Affiliates and the Target Companies (i) shall not be required to take any action that would require them to incur any other cost or expense that is not reimbursed promptly by Cambridge pay any commitment or similar fee, incur any actual or potential liability, or provide or agree to provide any indemnity, in each case in connection with the Financing or any cooperation provided pursuant to this Section 7.16(c). In no event shall Oxford and its controlled Affiliates be required by the terms of this Section 7.16(c) to: (A) take any actions to the extent such actions would unreasonably interfere with the ongoing business or operations of Oxford and its Subsidiaries or controlled Affiliates; (B) take any action that would reasonably be expected to conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, the Charter Documents of Oxford, its Subsidiaries or controlled Affiliates, any applicable Laws, or any Contract to which Oxford, its Subsidiaries or controlled Affiliates is a party; or (C) execute or deliver, or take any corporate or other action to adopt or approve, any document, agreement, certificate or instrument with respect to the Financing, including any pledge or security documents or closing certificates, other than those applicable only to Holdco or its Subsidiaries, in each case when a controlled Affiliate of Oxford, or the Target Companies, and that are effective no earlier than, and conditioned on the occurrence of, the Closing. Oxford hereby consents to the reasonable use of Oxford’s, its controlled Affiliates’ and the Target Companies’ trademarks, service marks and logos in connection with the Financing; provided that such trademarks, service marks and logos are used in a manner that is not intended to or reasonably likely to harm or disparage Oxford or its controlled Affiliates and the Target Companies or the reputation or goodwill of Oxford or its Affiliates and the Target Companies, and on such other customary terms and conditions as shall be mutually agreed.

(d)           Cambridge shall from time to time, promptly upon request by Oxford, reimburse Oxford for all documented and reasonable out-of-pocket costs and expenses

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(including reasonable professional fees and expenses) incurred by Oxford, its Subsidiaries, its controlled Affiliates and their respective Representatives in connection with the Financing, including in connection with this cooperation of Oxford, its controlled Affiliates and their respective Representatives contemplated by Section 7.16(c) (other than any cost and expenses incurred in connection with the covenant set forth in Section 7.16(c)(xiv)), and shall indemnify and hold harmless Oxford, its Subsidiaries and controlled Affiliates and their respective Representatives from and against any and all losses, damages, claims, interest, awards, judgments, penalties, costs and expenses suffered or incurred by any of them in connection with claims asserted by a Financing Source in connection with the arrangement of the Financing and costs and expenses incurred in defending such claims, and any information used in connection therewith, except (i) to the extent suffered or incurred as a result of such indemnitee’s or such indemnitee’s respective Representatives’ gross negligence, bad faith, willful misconduct or material breach of this Agreement, or (ii) with respect to any material misstatement or omission in information provided hereunder by any of the foregoing Persons expressly for use in connection herewith or the Financing.

(e)           All non-public or otherwise confidential information regarding Oxford or its Affiliates obtained by Cambridge, Holdco, their Financing Sources or their Representatives pursuant to this Section 7.16 shall be kept confidential in accordance with the Confidentiality Agreement; provided that such information may be shared (x) on a non-public basis with participants in the Financing who enter into confidentiality arrangements customary for financing transactions of the same type as the applicable Financing and (y) on a confidential basis with rating agencies; provided, however, that such information may be included in bank information memoranda, lender and investor presentations, offering memoranda and private placement memoranda (including under Rule 144A under the Securities Act).

Section 7.17          Intercompany Obligations. Other than pursuant to this Agreement (including the Restructuring Steps Plan), the Ancillary Agreements and the intercompany obligations described in Section 7.17 of the Oxford Disclosure Letter, Oxford shall take such actions as may be necessary so that, as of the Closing Date, all liabilities, Indebtedness or other obligations owed between the Business or the Target Companies, on the one hand, and Oxford or any Related Person, on the other hand, shall be settled, discharged or released in accordance with the Restructuring Steps Plan, without any remaining liability of any kind on the part of any Target Company, except to the extent of any liability that shall be settled pursuant to Section 1.9 of this Agreement and the Restructuring Steps Plan. Oxford and Cambridge acknowledge and agree (on behalf of themselves and on behalf of each of their Affiliates) that all Contracts between the Business or the Target Companies, on the one hand, and Oxford or any Related Person, on the other hand, other than pursuant to this Agreement, the Ancillary Agreements and the intercompany obligations described in Section 7.17 of the Oxford Disclosure Letter, shall be deemed terminated as of the Closing Date and of no further force or effect, without any remaining liability of any kind on the part of any Target Company as result of or in connection with such termination or otherwise, and Oxford and Cambridge shall cause each of their Affiliates not to take any action or assert any claim that is inconsistent with such deemed termination.

Section 7.18          Operational Matters. At Cambridge’s request and expense, Oxford shall use reasonable best efforts to cooperate in good faith with Cambridge with respect

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to the actions set forth on Section 7.18 of the Oxford Disclosure Letter; provided that neither the failure to complete such actions prior to the Closing, nor the results of any such actions, shall be the basis for the failure of any condition to the Closing set forth in Article X to be satisfied.

Section 7.19          Oxford Indebtedness.

(a)           At Cambridge’s request, Oxford shall use reasonable efforts to cooperate with Holdco to permit Holdco to cause IFCO to issue not earlier than the Effective Time a notice of optional redemption for all of the Series 2013 Bonds pursuant to the requisite provisions of the Indenture and the Bond Financing Agreement.

(b)           At the written request of Cambridge at least ten (10) days prior to the Closing, Oxford shall, in respect to each credit facility of a Target Company (excluding any Indebtedness permitted to be outstanding on the Closing Date, if any), obtain at the Closing a payoff letter (or written confirmation that no amounts are then outstanding and, if applicable, that all commitments have been terminated under such credit facility) from the agents under such credit facilities in form and substance reasonably satisfactory to Cambridge; provided that the effectiveness of any such documents shall be subject to delivery of sufficient funds by Cambridge to Oxford or the applicable borrower to the extent delivery of such funds is required pursuant to the terms of this Agreement.

Section 7.20          Convertible Bonds.

(a)           Oxford and Cambridge agree that the Transactions constitute a sale or transfer of substantially all of the assets of Oxford to Holdco within the terms of Condition 6(m) of the Convertible Bonds and, accordingly, the provisions of Condition 6(m) of the Convertible Bonds shall be applicable.

(b)           Oxford, Cambridge and Holdco shall take such action as may be necessary to ensure that at or around the Effective Time: (i) Holdco shall be substituted in place of Oxford as the issuer of the Convertible Bonds in accordance with Clause 15.2 of the Convertible Bond Trust Deed; and (ii) the Convertible Bonds shall become convertible into shares and other securities and property of Holdco on such basis and with such Conversion Price as may be determined in good faith by the Convertible Bond Independent Adviser in accordance with Condition 6(m)(ii) of the Convertible Bonds.

(c)           Oxford, Cambridge and Holdco agree to: (i) comply fully with the terms of the Convertible Bonds and the Convertible Bond Trust Deed, including giving any and all notices required to be given by such Person under the terms of the Convertible Bonds and the Convertible Bond Trust Deed prior to the Effective Time with respect to the Transactions and delivering all documents required under the terms of the Convertible Bonds and the Convertible Bond Trust Deed; (ii) consult with the other Parties in relation to the appointment of the Convertible Bond Independent Adviser and all discussions with the Convertible Bond Trustee and the Convertible Bond Independent Adviser; and (iii) take all actions as are reasonably requested by any other Party to carry out the purposes of this Section 7.20 and to cooperate with the other Parties in relation thereto.

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(d)           Prior to the anticipated Closing Date, Oxford shall use commercially reasonable efforts in compliance with applicable Law to make an offer to the holders of the Convertible Bonds designed to incentivize such holders of Convertible Bonds to exercise their conversion rights with respect to the Convertible Bonds prior to the time of the Distribution; provided that such offer need not be commenced prior to the time that is reasonably proximate to the anticipated Closing Date. Oxford shall determine the terms of the offer in good faith, after prior consultation with Cambridge. Oxford shall keep Cambridge informed in a timely manner of the status of any such offers to holders of the Convertible Bonds.

(e)           Oxford shall use commercially reasonable efforts to list the Convertible Bonds prior to the Closing Date on a “recognised stock exchange” within the meaning of section 1005 of the Income Tax Act 2007.

(f)            Unless Oxford and Cambridge agree in writing on the Convertible Bond Premium to Parity Value at least 10 day prior to the Closing Date, at least 5 days prior to the Closing Date, each of Oxford and Cambridge shall appoint a recognized international investment banking firm with experience valuing convertible bonds, such as the Convertible Bonds (a “Recognized Investment Banking Firm”), to determine the Convertible Bond Premium to Parity Value. The Recognized Investment Banking Firms selected by Cambridge and Oxford shall appoint a third Recognized Investment Banking Firm. If the two Recognized Investment Banking Firms appointed by Oxford and Cambridge are unable to agree on a third Recognized Investment Banking Firm, the third Recognized Investment Banking Firm to be appointed hereunder shall be determined by lot on the 3rd day prior to Closing from one proposed Recognized Investment Banking Firm submitted by Oxford (who shall not be the Recognized Investment Banking Firm selected by Oxford in accordance with this Section 7.20(f)) and one proposed Recognized Investment Banking Firms submitted by Cambridge (who shall not be the Recognized Investment Banking Firm selected by Oxford in accordance with this Section 7.20(f)). Each party will bear the fees and expenses of its own Recognized Investment Banking Firm, and the fees and expenses of the third Recognized Investment Banking Firm shall be borne equally by Oxford and Cambridge.

(g)           As soon as practicable after the Convertible Bond Independent Adviser shall have completed, and informed Cambridge and Oxford of, the determination pursuant to clause (ii) of Section 6(m) of the Conditions in connection with the Transactions and in any event prior one (1) day prior to the Closing Date, each of the three Recognized Investment Banking Firms appointed hereunder shall submit its good faith estimate of the Convertible Bond Premium to Parity Value to Oxford and Cambridge. If the good faith estimate of the Convertible Bond Premium to Parity Value submitted by the Recognized Investment Banking Firms appointed by each of Oxford and Cambridge are within 10% of each other, unless otherwise agreed in writing by Oxford and Cambridge, the Convertible Bond Premium to Parity Value for purposes of the adjustments contemplated by Section 1.2 of this Agreement and related definitions shall be the average of such values. If the good faith estimate of the Convertible Bond Premium to Parity Value submitted by the Recognized Investment Banking Firms selected by each of Oxford and Cambridge differ by more than 10%, unless otherwise agreed by Oxford and Cambridge, the Convertible Bond Premium to Parity Value submitted by the third Recognized Investment Banking Firm shall be the Convertible Bond Premium to Parity Value

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for purposes of the adjustments contemplated by Section 1.2 of this Agreement and related definitions.

(h)           If, at any time after the Closing Date and prior to March 31, 2017, the Convertible Bonds may be redeemed in accordance with Clause 7(b) of the Conditions, Holdco shall use commercially reasonable effects to redeem the Convertible Bonds in accordance with Clause 7(b). If the Convertible Bonds are called for redemption, on the Optional Redemption Date (as defined in the Convertible Bond Trust Deed) Holdco shall issue to Oxford (i) the Convertible Bond Share Reduction Amount minus (ii) the number of shares of Holdco Common Stock equal to the aggregate amount of interest paid or payable on the Convertible Bonds after the Closing Date through the Optional Redemption Date divided by the volume weighted average price per share of Holdco Common Stock on the NYSE for the ten (10) consecutive trading days ending upon and including the third (3rd) trading day immediately prior to the Optional Redemption Date as calculated by Bloomberg Financial LP under the function “VWAP”.

Section 7.21          Trademark Licenses. Holdco shall have the right to use the names and marks set forth in Section 7.21 of the Oxford Disclosure Letter in connection with the operation of the Business for a period of up to twelve (12) months following the Closing Date. After such twelve (12)-month period, Holdco shall discontinue all use of any such names and marks and any Trademarks related thereto or containing or comprising such names, including any confusingly similar or dilutive variations thereof (the “Oxford Marks”). In furtherance thereof, as soon as practicable, but in no event later than twelve (12) months following the Closing Date, Holdco shall, and shall cause each of its Subsidiaries to, remove, strike over, or otherwise obliterate all Oxford Marks from all assets and other materials owned by such Person, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems. Holdco agrees to use, and cause its Subsidiaries to use, the Oxford Marks (i) in a form and manner of that in effect for the Oxford Marks as of the Closing Date or as otherwise reasonably requested by Oxford and (ii) only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which Oxford used the Oxford Marks prior to the Closing Date. Any goodwill generated by the use of the Oxford Marks pursuant to this Section 7.21 shall inure solely to the benefit of Oxford. Holdco acknowledges that the Oxford Marks are owned exclusively by Oxford, and it shall have no rights to use thereto after such twelve (12)-month period following the Closing Date nor challenge Oxford’s rights thereto. Notwithstanding the foregoing, Holdco shall change the legal entity names of all Target Companies so as not to use any Oxford Marks as soon as reasonably practicable (and in any event within one (1) month) following the Closing Date.

Section 7.22          Firewater Shareholder Agreement. Between the date of this Agreement and the Closing Date, Cambridge and Oxford will work together in good faith to prepare a mutually agreeable shareholder agreement by and between Firewater One, Holdco and Oxford consistent with the terms set forth in the term sheet attached hereto as Exhibit B (the “Firewater One Shareholder Agreement”)

Section 7.23          Further Assistance. From and after the Closing, subject to the conditions and limitations and upon the terms of this Agreement, each Party shall use reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or

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cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws to carry out the intent and purposes of this Agreement and to consummate and make effective the Transactions. Without limiting the generality of the foregoing, subject to the conditions and limitations and upon the terms of this Agreement, each Party shall reasonably cooperate with the other Parties, shall execute and deliver such further documents, certificates, agreements and instruments and shall take such other actions as may be reasonably requested by the other Parties to evidence or reflect the Transactions (including the execution and delivery of all documents, certificates, agreements and instruments reasonably necessary for all filings hereunder).

Section 7.24          Firewater One. If the conditions set forth in the Firewater One Term Sheet shall not have been satisfied as of the Closing, Cambridge may by written notice to Oxford elect that this Agreement be deemed modified such that: (a) the references to Firewater One in the first recital shall be deleted and the definition of Purchased Companies shall not include Firewater One; (b) the fifth recital shall be deleted and the definitions of Cambridge-Purchased Equity Interest and Purchased Equity Interest shall not include any Capital Stock of Firewater One; (c) all references to the Natgasoline Construction Contract shall be deleted; (d) all references to the Natgasoline Complex shall be deleted; (e) clause (d) in the definition of Business shall be deleted; (e) Section 1.7, 1.8 and 7.22 shall be deleted in their entirety; (f) all references to the Firewater One Shareholder Agreement, the Firewater One Consideration and the Stock Sale shall be deleted; and (g) Sections 1.7 and 1.8 shall be deleted in their entirety.

Section 7.25          Directors and Officers Indemnification. For a period of at least six (6) years after the Closing Date, Holdco shall not, and shall not permit any Target Company to, amend, repeal or modify any provision in any Target Company’s Charter Documents relating to the exculpation, indemnification or advancement of expenses with respect to any individual who is now, or who has been at any time prior to the date of this Agreement, or who becomes prior to the Closing, a director or officer of a Target Company, in connection with acts or omissions occurring on or prior to the Closing Date, whether asserted or claimed prior to, on or after the Closing Date (including in respect of any matters arising in connection with this Agreement, the Merger or the other Transactions), unless, and only to the extent, required by applicable Law.

Section 7.26          Director and Officer Resignations. To the extent requested by Cambridge in writing at least twenty (20) Business Days prior to the Closing, Oxford shall (a) obtain and deliver to Cambridge at the Closing duly signed resignation letters, effective immediately after the Closing, of any directors and officers (or the equivalents) of the Purchased Companies (other than Firewater One) and (b) use commercially reasonable efforts to obtain and deliver to Cambridge at the Closing duly signed resignation letters, effective immediately after the Closing, of any directors and officers (or the equivalents) of any other Target Companies (other than Firewater One and any of its Subsidiaries).

Section 7.27          Transaction Litigation. Each Party shall, subject to the preservation of privilege and confidential information, (a) give the other Parties the opportunity to participate in (but not control) such Party’s defense or settlement of any stockholder litigation against such Party and/or its directors or executive officers relating to this Agreement, the

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Merger or the other Transactions and (b) not settle or offer to settle any such litigation without the prior written consent of the other Party (which shall not be unreasonably withheld, conditioned or delayed).

Section 7.28          State Takeover Statutes. In the event that any “fair price,” “moratorium,” “control share acquisition,” “supermajority,” “affiliate transactions,” “business combination” or other similar anti-takeover Law (including Section 203 of the DGCL) becomes applicable to the Merger or any of the other Transactions, each Party and its board of directors shall grant such approvals and take such actions as are reasonably necessary so that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other Transactions.

Section 7.29          Obligations of Holdco and MergerCo. Cambridge and Oxford shall cooperate to cause each of Holdco and MergerCo, as applicable, to perform those obligations it is required to perform at or prior to the Closing under this Agreement and any Ancillary Agreement. Neither Cambridge nor Oxford will take any action that would reasonably be expected to cause the representations and warranties of Holdco not to be true and correct in all material respects. From the date of this Agreement to the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, each of Cambridge and Oxford shall, and shall cause their respective designees acting as directors or shareholders of Holdco to, cause Holdco and MergerCo to take all actions contemplated by this Agreement (including the Restructuring Steps Plan) to be taken by Holdco and MergerCo and to not take any other action without the prior written consent of Oxford and Cambridge (such consent not to be unreasonably withheld, conditioned or delayed). Prior to the Closing, the Parties acknowledge and agree that Holdco will create one or more additional Subsidiaries and otherwise take steps to prepare its Subsidiary structure (including capital structure) for the Transaction. The structure to be in place as of the Closing shall be determined in good faith by Cambridge, after prior consultation with Oxford.

Section 7.30          Tax Opinions.

(a)           Each of Holdco and Cambridge shall use its reasonable best efforts to obtain the 7874 Opinion. Each of Holdco, Cambridge and Oxford shall deliver to Skadden customary representations and covenants reasonably satisfactory in form and substance to Skadden.

(b)           Each of Holdco and Oxford shall use its reasonable best efforts to obtain the 355 Opinion. Each of Holdco and Oxford shall deliver to Cleary Gottlieb Steen and Hamilton LLP (“Cleary Gottlieb”) customary representations and covenants reasonably satisfactory in form and substance to Cleary Gottlieb.

Section 7.31          Solvency Opinion. Oxford shall use its reasonable best efforts to obtain the Solvency Opinion. Oxford shall deliver to Rothschild Inc. (“Rothschild”) customary representations, warranties and covenants reasonably satisfactory to Rothschild.

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Section 7.32          Transfer Restrictions. Notwithstanding any other provision of this Article VII, Oxford covenants Retained Shares may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any applicable U.S. federal and U.S. state securities laws. Each share certificate representing Retained Shares (and any shares of Holdco issued in respect thereof or into which any such securities shall be converted or exchanged in connection with stock splits, reverse stock splits, stock dividends or distributions, combinations or similar recapitalizations, reclassifications or capital reorganizations occurring after the issuance of the Retained Shares) shall bear the following legend (and a comparable notation or other arrangement will be made with respect to any uncertificated shares):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

In connection with any disposition of any such securities, Oxford agrees that it will, if requested by Holdco and as a condition to such disposition (other than a disposition pursuant to an effective registration statement under the Securities Act), deliver at its expense to Holdco an opinion of reputable U.S. counsel selected by Oxford and reasonably acceptable to Holdco, in form and substance reasonably satisfactory to Holdco and counsel for Holdco, that such disposition does not require registration under the Securities Act.

Section 7.33          Natgasoline Subdivision. The Parties acknowledge and agree that the land on which the Oxford Owned Real Property identified in Section 4.21(a) of the Oxford Disclosure Letter which is a greenfield methanol production facility located in Beaumont, Texas known as “Natgasoline LLC” (the “Natgasoline Existing Parcel”) will be partitioned and subdivided as determined by the Parties prior to the Closing and in accordance with the Restructuring Steps Plan, such that ownership of a portion of the Natgasoline Existing Parcel (the “Transferred Natgasoline Parcel”) will remain vested in Natgasoline LLC and ownership of the remainder of the Natgasoline Existing Parcel (the “Oxford/Cambridge Natgasoline Parcel”) will be conveyed by deed to a new entity of which following the Closing, if Cambridge shall not have made the election contemplated by Section 7.24, 45% will be owned, directly or indirectly, by Cambridge and 55% will be owned, directly or indirectly, by Oxford, such entity contemplated to be named “Natgasoline Land Holding LLC”. The Parties agree that, prior to the Closing and in accordance with the Restructuring Steps Plan, Oxford shall cause the Natgasoline LLC entity to take all actions reasonably necessary to complete the partition and subdivision, including actions necessary to ensure that the Transferred Natgasoline Parcel and the Oxford/Cambridge Natgasoline Parcel are recognized as separate real estate parcels and tax lots. Section 7.33 of the Oxford Disclosure Letter sets forth a depiction of the parties’ understanding of those portions of the Natgasoline Existing Parcel which will comprise the

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Transferred Natgasoline Parcel and the Oxford/Cambridge Natgasoline Parcel, it being understood and agreed that a survey of the Natgasoline Existing Parcel will be completed to more precisely identify the separate parcels. As part of such partition and subdivision process, such access and other easements and rights of way shall be granted as shall be reasonably necessary so that the newly subdivided parcels can maintain substantially the same uses they currently support, without any material interruptions to or material adverse impact on the businesses to be conducted on either such parcel. Oxford shall be responsible for all costs and expenses in connection with such partition and subdivision including, the cost of a survey, it being understood that Oxford has already engaged a surveyor; provided, however, that Cambridge shall be responsible for the cost of any separate counsel which it engages to advise it in connection with such partition and subdivision. The Parties agree that no separate consideration shall be payable by either to the other in connection with such partition and subdivision, either prior to, at or following the Closing. To the extent that either Party desires to obtain title insurance on its subdivided parcel, it may do so at its own sole cost and expense.

Section 7.34          Domain Names. On or prior to Closing, Oxford shall or shall cause the registrant of the domain names set forth on Section 7.34 of the Oxford Disclosure Letter to change the registered owner as recorded by the applicable registrar of such domain names to a Target Company.

Section 7.35          Guarantees. Holdco and Cambridge each shall use commercially reasonable efforts to procure the return or unconditional release of, or cause Holdco or Cambridge to be substituted in all respects for, any guarantee or credit support provided by, or any letter of credit, performance bond or surety posted by, any Oxford Company, in each case effective as of the Closing Date, which letter of credit, performance bond or surety is solely for the benefit a Target Company in connection with the Business. If as of the Closing Date Holdco and Cambridge shall have failed to procure any such return or release or to have caused any such substitution, then Holdco and Cambridge shall continue to use such commercially reasonable efforts and, to the extent the Oxford Companies are not fully and irrevocably released and discharged therefrom, Holdco shall indemnify and hold harmless the Oxford Companies from and against, and pay and reimburse the Oxford Companies for, any and all Losses incurred or sustained the Oxford Companies to the extent arising out of any such failure, other than any such Losses due to the gross negligence or willful misconduct of any such Oxford Company.

ARTICLE VIII

INDEMNIFICATION

Section 8.1            Survival. The representations and warranties and covenants and agreements that contemplate performance prior to the Closing contained in this Agreement shall survive the Closing and continue in full force and effect for a period of fifteen (15) months (it being understood that such representations and warranties and covenants and agreements shall terminate on, and no claim or action with respect thereto may be brought after, the date that is fifteen (15) months after the Closing); provided that (i) the representations and warranties contained in Section 4.2, Section 4.3, Section 4.4, Section 4.12, Section 4.11(b) Section 4.27, Section 5.2, Section 5.3 and Section 5.14 shall survive the Closing and continue in full force and effect until the date that is the six (6) year anniversary of the Closing Date, (ii) the

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representations and warranties contained in Section 4.14(e) and Section 4.14(f) shall survive the Closing and continue in full force and effect for the applicable statute of limitations (including any valid extension) plus ninety (90) days thereafter and (iii) the other representations and warranties contained in Section 4.14 shall expire on the Closing. The covenants and agreements that contemplate performance in whole or in part after the Closing shall survive the Closing and continue in effect until (x) to the extent such covenants and agreements have an expiration date, such expiration date, and (y) to the extent that such covenants do not have an expiration date, indefinitely. Notwithstanding the preceding sentences, any representation and warranty or covenant or agreement in respect of which indemnification may hereunder be sought shall survive the time at which it would otherwise terminate pursuant to the preceding sentences (and the obligation to indemnify shall not terminate as provided above), with respect to any item as to which, before the expiration of the applicable period, notice of any claim shall have been provided in accordance with the provisions of this Article VIII.

Section 8.2            Oxford’s Indemnity Obligations. From and after the Closing, and subject to the limitations set forth in this Article VIII, Oxford shall indemnify each Cambridge Indemnified Party against, and hold each Cambridge Indemnified Party harmless from and against, any and all claims, actions, causes of action, proceedings, arbitrations, losses, damages, liabilities, judgments, fines, amounts, penalties, assessments and expenses (including reasonable attorneys’ fees and costs of investigation and defense) (the “Losses”) sustained by the Cambridge Indemnified Parties that, directly or indirectly, arise out of or result from:

(a)           any breach of any representation or warranty made by or on behalf of Oxford in this Agreement (other than Section 4.14) (without giving effect to any “materiality” and “Oxford Material Adverse Effect” qualifications and exceptions in such representations and warranties other than those representations and warranties in Section 4.8, Section 4.10(b), the first sentence Section 4.15(a), Section 4.18(a), the first sentence Section 4.19, Section 4.20(a) and the first sentence Section 4.21(c)) (it being understood that for purposes of this Section 8.2(a), such representations and warranties shall be deemed to have been made both as of the date of this Agreement and as of the Closing Date as though made at the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be deemed to have been made only as of such date));

(b)           any breach or nonfulfillment by Oxford, or default by, Oxford under any agreement or covenant in this Agreement;

(c)           the Oxford Companies or their respective businesses, operations, properties or assets, whether before or after the Closing;

(d)           (i) the breach by the Wever Contractor of any of its obligations to achieve Provisional Acceptance (as defined in the Wever EPC Contract) (including the Lender’s Reliability Test set forth in Section 6.1.2.8 of the Wever EPC Contract, which is due to occur after Provisional Acceptance, except to the extent failure to achieve the Lender’s Reliability Test is due to negligence by Cambridge Indemnified Parties), (ii) the breach by the Wever Contractor of Section 6.5(i), (ii), (iii) or (vi) of the Wever EPC Contract, (iii) the breach by the Wever Contractor of its obligation to indemnify IFCO with respect to any Liens (as defined in the Wever EPC Contract), other than Liens resulting from a failure of IFCO to pay amounts due and

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owing under the Wever EPC Contract after the Closing Date, (iv) solely with respect to events occurring prior to the Closing, the failure by IFCO to pay amounts due and owing to the Wever Contractor under the Wever EPC Contract, (v) any Change Orders (as defined in the Wever EPC Contract) approved by IFCO prior to the Closing, (vi) any Change Orders under the EPC Contract due to Contract Price Adjustment Factors (as defined in the Wever EPC Contract), so long as (A) such Change Order was accepted by IFCO in good faith, (B) approved by the Independent Engineer (as defined in the Wever EPC Contract) and (C) the events giving rise to such Change Order occurred prior to the Closing (but have not been approved by IFCO prior to the Closing) and (vii) any Change Orders under the Wever EPC Contract due to Time Adjustment Factors that extend scheduled Provisional Acceptance Date beyond December 31, 2016; provided that Oxford shall not be required to indemnify the Cambridge Indemnified Parties against or hold any Cambridge Indemnified Parties harmless from any Losses sustained by the Cambridge Indemnified Parties as a result of any delay in the timing of the occurrence of the scheduled Provisional Acceptance, as long as such Provisional Acceptance occurs prior to December 31, 2016, regardless of whether the events causing such delay occurred before or after the Closing; and provided further that, in no event shall Oxford’s maximum total liability pursuant to Section 8.2(d)(i), (ii) or (iii) exceed the amount of liabilities of the Wever Contractor under the respective provisions of the Wever EPC Contract;

(e)           any claims or any proceedings by or on behalf of any holder of Convertible Notes relating to, arising out of or in connection with the Transactions, including the provisions relating to the Convertible Notes set forth in Section 7.20; and

(f)            the amount, if any, by which the Target Company Excess Net Debt exceeds the Estimated Target Company Excess Net Debt;

except to the extent such Losses arise out of or result from a matter for which indemnification would be provided under Section 8.3 without regard to the limitations set forth in Section 8.1 or Section 8.4.

Section 8.3            Holdco’s and Cambridge’s Indemnity Obligations. From and after the Closing, and subject to the limitations set forth in this Article VIII, Holdco and Cambridge shall, jointly and severally, indemnify each Oxford Indemnified Party against, and hold each Oxford Indemnified Party harmless from and against, any and all Losses sustained by the Oxford Indemnified Parties that, directly or indirectly, arise out of or result from:

(a)           any breach of any representation or warranty made by or on behalf of Cambridge in this Agreement (without giving effect to any “materiality” and “Cambridge Material Adverse Effect” qualifications and exceptions in such representations and warranties other than those representations and warranties in Section 5.7 and Section 5.9(b)) (it being understood that for purposes of this Section 8.3(a), such representations and warranties shall be deemed to have been made both as of the date of this Agreement and as of the Closing Date as though made at the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be deemed to have been made only as of such date));

(b)           any breach or nonfulfillment by Cambridge or Holdco of, or default by, Cambridge or Holdco under any agreement or covenant in this Agreement;

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(c)           any breach or non-fulfillment by Holdco of, or default by Holdco under, any covenant or agreement to be performed after the Closing; or

(d)           the Target Companies or their respective businesses, operations, properties or assets, after the Closing;

except to the extent such Losses arise out of or result from a matter for which indemnification would be provided under Section 8.2 without regard to the limitations set forth in Section 8.1 or Section 8.4.

Section 8.4            Certain Limitations.

(a)           No amount of Losses shall be payable pursuant to Section 8.2(a) to any Cambridge Indemnified Party or pursuant to Section 8.3(a) to any Oxford Indemnified Party, as applicable, unless the aggregate amount of all Losses that are indemnifiable pursuant to Section 8.2(a) or Section 8.3(a), as applicable, exceeds fifty million dollars ($50,000,000) (the “Deductible”), upon which the aggregate amount of all Losses in excess of such Deductible shall be recoverable by the Cambridge Indemnified Parties or the Oxford Indemnified Parties, as applicable, in accordance with the terms hereof and subject to the other limitations herein; and provided that the Deductible shall not apply to any claims for breach of the representations and warranties in Sections 4.2, 4.3, 4.4, 4.11(b), 4.12, 4.27, 5.2, 5.3 and 5.14. For the avoidance of doubt, the Deductible shall be calculated in the aggregate with respect to all claims to which the Deductible applies by the Cambridge Indemnified Parties pursuant to Section 8.2(a) or all claims to which the Deductible applies by the Oxford Indemnified Parties pursuant to Section 8.3(a), as applicable.

(b)           In no event shall the aggregate amount of Losses for which the Cambridge Indemnified Parties shall be entitled to indemnification pursuant to Section 8.2(a) or for which the Oxford Indemnified Parties shall be entitled to indemnification pursuant to Section 8.3(a) exceed four hundred fifty million dollars ($450,000,000) (the “Cap”); provided that the Cap shall not apply to any claims for breach of the representations and warranties in Sections 4.2, 4.3, 4.4, 4.11(b), 4.12, 4.27, 5.2, 5.3 and 5.14. For the avoidance of doubt, the Cap shall be calculated in the aggregate with respect to all claims by the Cambridge Indemnified Parties pursuant to Section 8.2(a) or all claims by the Oxford Indemnified Parties pursuant to Section 8.3(a), as applicable.

(c)           In no event shall the Cambridge Indemnified Parties be entitled to indemnification pursuant to Section 8.2(a) or the Oxford Indemnified Parties be entitled to indemnification pursuant to Section 8.3(a) for a Loss unless the claim to which such Loss relates together with any other claims arising out of the same facts, events or circumstances involves Losses in excess of five hundred thousand dollars ($500,000) (the “De Minimis Amount”) and if such claim for Losses does not exceed the De Minimis Amount, such claim for Losses shall not be applied to or considered for purposes of the Deductible or Cap; provided that the De Minimis Amount shall not apply to any claims for breach of the representations and warranties in Sections 4.2, 4.3, 4.4, 4.11(b), 4.12, 4.27, 5.2, 5.3 and 5.14.

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Section 8.5            Indemnification Procedures. All claims for indemnification under this Agreement shall be asserted and resolved as follows:

(a)           A Person entitled to indemnity under Section 8.2 or Section 8.3 (an “Indemnified Party”) shall give the Person obligated to indemnify under such section (an “Indemnifying Party”) notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within sixty (60) days of such determination, stating the amount of the Losses, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure.

(b)           If an Indemnified Party shall receive notice of any action or proceeding, audit, claim, demand or assessment made by any Person who is not a party to this Agreement or one of its Affiliates (each, a “Third Party Claim”) against it which may give rise to a claim for Losses under this Article VIII, within sixty (60) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure. The Indemnifying Party shall be entitled, at its option, to assume and control the defense of such Third Party Claim at its expense and through counsel reasonably satisfactory to the Indemnified Party if it gives written notice of its intention to do so (which notice shall constitute the Indemnifying Party’s irrevocable acknowledgment and agreement that such Third Party Claim is subject to indemnification by the Indemnifying Party hereunder) to the Indemnified Party within thirty (30) days of the receipt of such notice from the Indemnified Party. If the Indemnifying Party elects to assume and control any such defense against a Third Party Claim the Indemnified Party may, upon giving prior written notice to the Indemnifying Party, participate in such defense at its own expense. Notwithstanding the foregoing, if (i) the claim for indemnification is with respect to a criminal proceeding, action, indictment, allegation or investigation against the Indemnified Party, (ii) the Indemnified Party has been advised by counsel that (A) a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party or (B) there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party, (iii) the Indemnifying Party has failed or is failing to vigorously prosecute or defend such claim or shall have failed to have engaged counsel reasonably satisfactory to the Indemnified Party within the period of time specified above or (iv) the claim seeks an injunction or other equitable relief against the Indemnified Party, then (A) the Indemnifying Party shall not be entitled to assume or control the defense of any such claim or action, and (B) the Indemnified Party shall have the right to conduct and control the defense of such action or claim with counsel of its choosing. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes and controls the defense of any such claim or proceeding, the Indemnified Party shall not settle such Third Party Claim unless the

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Indemnifying Party consents in writing (such consent not to be unreasonably withheld, conditioned or delayed). If the Indemnifying Party assumes and controls the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which may be withheld in the Indemnified Party’s sole discretion), enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing by the Indemnified Party or any of its Affiliates, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party and its Affiliates from all liability in respect of such Third Party Claim, or (iii) imposes equitable remedies or any obligation on the Indemnified Party or any of its Affiliates other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder.

Section 8.6            General.

(a)           The obligations of Oxford in respect of any claim for Losses under Section 8.2(a) with respect to a breach of the representations and warranties contained in Section 4.17 shall not become operative and effective to the extent arising from any conduct by Holdco, Cambridge or any of their respective Affiliates or Representatives not consistent with that of a reasonable and prudent business person who owns the applicable Oxford Real Property (without consideration of the benefit of any indemnification provided by Oxford).

(b)           The right to indemnification or any other remedy based on representations, warranties, covenants and obligations in this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification or any other remedy based on such representations, warranties, covenants and obligations.

(c)           Except (i) in the case of actual fraud, willful misrepresentation or intentional breach or (ii) with respect to claims for specific performance or other equitable remedies, from and after the Closing, the remedies set forth in this Article VIII shall be the sole and exclusive remedies by the Cambridge Indemnified Parties or the Oxford Indemnified Parties for any inaccuracy of any representation or breach of any warranty, covenant or agreement by any of the Parties contained in this Agreement.

(d)           The indemnification provisions in this Article VIII shall be enforceable regardless of whether any Person (including the Person from whom indemnification is sought) alleges or proves the sole, concurrent, contributory or comparative negligence of the Person seeking indemnification or the sole or concurrent strict liability imposed upon the Person seeking indemnification.

(e)           Notwithstanding anything to the contrary in this Agreement, in no event shall any Indemnifying Party be required to indemnify or hold harmless any Indemnified Party under this Agreement for any Losses that are punitive, consequential, special or indirect;

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provided, however, that the limitation set forth in this Section 8.6(e) shall not apply to any Losses to the extent (i) such Losses (other than punitive damages) were reasonably foreseeable or (ii) the applicable Indemnified Party was held liable to a third party for such Losses.

(f)            The amount of any Losses that are subject to indemnification under this Article VIII shall be reduced by the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party (net of any expenses incurred in obtaining such proceeds or payments, including collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums) in respect of such Losses or any of the events, conditions, facts or circumstances resulting in or relating to such Losses (“Third Party Payments”). If an Indemnified Party receives any Third Party Payment with respect to any Losses for which it has previously been indemnified (directly or indirectly) by an Indemnifying Party, the Indemnified Party shall promptly (and in any event within five (5) Business Days after receiving such Third Party Payment) pay to the Indemnifying Party an amount equal to such Third Party Payment or, if it is a lesser amount, the amount of such previously indemnified Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under such insurance policies or indemnity, contribution or other similar agreements other than this Agreement for any Losses to the same extent such Party would if such Losses were not subject to indemnification hereunder.

(g)           Nothing in this Article VIII regarding indemnification rights and obligations shall be deemed to override any obligations with respect to mitigation of Losses under applicable Law.

(h)           Oxford shall have rights of subrogation against the Wever Contractor in respect of any matter for which Oxford indemnifies or holds harmless any Cambridge Indemnified Party pursuant to Section 8.2(d).

(i)            Any Losses subject to indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such Losses.

(j)            Cambridge shall have the right to withhold and set-off against any payment due under this Agreement or any of the Ancillary Agreements the amount of any claim for indemnification any Cambridge Indemnified Party is entitled to pursuant to a written agreement between Oxford and Cambridge or a final judicial determination in accordance with Section 12.9 (or other dispute resolution mechanism agreed to in writing by Oxford and Cambridge). The withholding and offset rights set forth in this Section 8.6(i) shall in no way be deemed to limit or override Cambridge’s other remedies and rights under this Agreement or the Ancillary Agreements under applicable Law.

ARTICLE IX

TAX MATTERS

Section 9.1            Transfer Taxes. All Transfer Taxes and related out-of-pocket expenses, if any, arising out of or in connection with the Transactions shall be borne by Holdco. The Party that is required under applicable Laws to file Tax Returns with respect to all such Transfer Taxes shall prepare and file all such necessary Tax Returns with respect to all such

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Transfer Taxes, promptly provide the other Parties such Tax Returns and any related documentation and, to the extent required by applicable Law, Oxford, Cambridge and Holdco shall, and shall cause their respective Affiliates to, join in the preparation and execution of any such Tax Returns. To the extent Oxford or any of its Affiliates files such Tax Returns with respect to Transfer Taxes and pays such Transfer Taxes, Holdco shall indemnify and hold harmless and, within ten (10) days of a written request therefor, reimburse such Person for all such Transfer Taxes and any out-of-pocket expenses incurred in connection with the preparation and filing of such Tax Returns.

Section 9.2            Tax Returns.

(a)           Oxford shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns of each Purchased Company and each Target Company Subsidiary that is due (taking account any extensions) on or prior to the Closing Date and shall timely remit, or cause to be timely remitted, all Taxes due in respect of such Tax Returns. Such Tax Returns shall be made in a manner consistent with past practices of each such Purchased Company or Target Company Subsidiary, except to the extent (i) required by applicable Laws or (ii) where filing such Tax Returns in a manner that is not consistent with past practices of each such Purchased Company or Target Company Subsidiary would not increase Taxes of or with respect to (or decrease a Tax attribute of or otherwise available to) any such Purchased Company or Target Company Subsidiary, as the case may be, for a Post-Closing Tax Period.

(b)           Holdco shall prepare or cause to be prepared and shall timely file or cause to be timely filed all Tax Returns required to be filed by or in respect of each Purchased Company or Target Company Subsidiary after the Closing Date, other than any consolidated or combined Tax Return that is required to be filed by Oxford or one of its Subsidiaries or Affiliates (other than a Purchased Company or Target Company Subsidiary), and shall timely remit, or cause to be timely remitted, all Taxes due in respect of such Tax Returns. Such Tax Returns shall be prepared and all elections with respect to such Tax Returns shall be made in a manner consistent with past practices of each such Purchased Company or Target Company Subsidiary, as applicable, except to the extent required by applicable Law. Before filing any Straddle Period Tax Return or any other Pre-Closing Tax Period Tax Return, Holdco shall provide Oxford with a copy of such Tax Return at least forty (40) days prior to the last date for timely filing such Tax Return, and Holdco shall include, in the Tax Return filed, all reasonable comments provided by Oxford with respect to any such draft copy not later than five (5) days prior to such due date. Oxford shall, and shall cause its Affiliates to, execute any applicable powers of attorney with respect to the filing of such Tax Returns. Holdco shall not, without the written consent (not to be unreasonably withheld) of Oxford, withdraw, repudiate, amend, refile or otherwise modify, or cause or permit to be withdrawn, repudiated, amended, refiled or otherwise modified, any Tax Return filed by or in respect of any Purchased Company or Target Company Subsidiary for any taxable year or period beginning before the Closing Date.

Section 9.3            Tax Indemnity.

(a)           Oxford shall indemnify, defend and hold the Cambridge Indemnified Parties harmless from and against, without duplication, (i) any Taxes imposed on or with respect to any Target Company for any Pre-Closing Tax Period, including any part of the Straddle

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Period before the Closing Date apportioned in accordance with Section 9.3(c), (ii) any Taxes imposed on or with respect to any Target Company for which Oxford or one of its Affiliates (other than any of the Target Companies) is primarily liable and which Tax would not have arisen but for the relationship on or at any time before the Closing Date of a Target Company with Oxford or such Affiliate, including a Tax liability pursuant to section 39 and 43 of the Tax Collection Act 1990 (Invorderingwet 1990), or under Treasury Regulations Section 1.1502-6 (or any similar provision of Laws in any jurisdiction) as a result of the membership of any Target Company in an affiliated, consolidated, combined, unitary, or similar group for any taxable period ending on or before, or that includes, the Closing Date, (iii) any breach of the representations and warranties contained in Section 4.14(e) and 4.14(f), (iv) any Transfer Taxes for which Oxford is responsible pursuant to Section 9.1, (v) any Taxes relating to the Separation including, for the avoidance of doubt, any Dutch withholding Taxes on the Distribution, (vi) any Taxes relating to or in connection with Oxford’s and its Affiliates’ exit from Egypt, (vii) any Taxes relating to or in connection with the separation of Oxford Construction Limited and its Affiliates from Oxford and its Affiliates, (viii) any Taxes with respect to the formation of, transfer of assets to or sale of interest in OCI Partners LP, a Delaware limited partnership, (ix) any amounts payable under the Tax Claim Agreement dated February 6, 2015, by and between Oxford and Oxford Construction Limited, and (x) any Taxes relating to the failure of the Midwestern Disaster Relief Revenue Bonds, Series 2012 to qualify as tax-exempt bonds; The obligations of Oxford pursuant to this Section 9.3(a) shall survive until the expiration of the applicable statute of limitations plus thirty (30) days.

(b)                                 Except for such matters for which Oxford is required to indemnify the Cambridge Indemnified Parties pursuant to Section 8.2 or Section 9.3(a), Holdco shall indemnify, defend and hold the Oxford Indemnified Parties harmless from and against any (i) Taxes imposed on or with respect to any Target Company for any Post-Closing Tax Period, including any part of the Straddle Period after the Closing Date apportioned in accordance with Section 9.3(c), and (ii) any Transfer Taxes for which Holdco is responsible pursuant to Section 9.1.

(c)                                  Where it is necessary for purposes of this Agreement to apportion between Oxford and Cambridge the Taxes of a Target Company for a Straddle Period, such liability shall be apportioned between the period deemed to end at the close of the Closing Date and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books, except that Taxes (such as real or personal property Taxes) imposed on a periodic basis shall be allocated on a daily basis.

(d)                                 Any indemnity payments made pursuant to Article VIII or this Article IX shall be treated by the Parties as an adjustment of the cash Consideration described in Section 1.2 or Section 1.7, as appropriate, for all income tax purposes except to the extent otherwise required by applicable Law. Notwithstanding anything contained in this Agreement to the contrary, any indemnity payments made pursuant to Article VIII or this Article IX shall be increased by any Tax cost actually imposed on the Indemnified Party (including by way of withholding Taxes) in respect of receipt of the indemnity payment, and reduced by any Tax Benefit actually realized by the Indemnified Party in respect of the Loss or Tax liability in respect of which the indemnity payment is made.

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Section 9.4                                    Tax Sharing Agreements. On the Closing Date, all Tax sharing agreements and arrangements between (i) a Target Company, on the one hand, and (ii) Oxford or any Related Person, on the other hand, shall be terminated, with respect to each such Target Company, effective as of the Closing Date and have no further effect after the Closing Date.

Section 9.5                                    Cooperation, Exchange of Information and Record Retention. The Parties recognize that each Party may need access, from time to time, after the Closing Date, to certain accounting and Tax records and information of the Target Companies held by Oxford, Cambridge, Holdco or any Target Company; therefore, from and after the Closing Date, each Party shall, and shall cause its applicable Affiliates (including the Target Companies) and Representatives to, (a) retain and maintain all such records including all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of a Target Company for each Pre-Closing Tax Period and any Straddle Period until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate (giving effect to any valid extensions) or (ii) six (6) years following the due date for such Tax Returns (giving effect to any valid extensions), (b) allow the other Parties, their Affiliates and Representatives (and Representatives of any of their Affiliates), upon reasonable notice and at mutually convenient times, to access employees and to inspect, review and make copies of such records (at the expense of the Party requesting the records) as such Parties may deem reasonably necessary or appropriate from time to time and (c) as reasonably requested by any Party, cooperate and make employees available at mutually convenient times to provide additional information or explanation of materials or documents. Any information obtained under this Section 9.5 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Section 9.6                                    Tax Contests.

(a)                                 If a claim for Taxes (including notice of a pending audit) is made by any Tax Authority in writing (a “Tax Contest”), which, if successful, might result in an indemnity payment pursuant to Section 9.3, Holdco shall notify Oxford in writing of the Tax Contest within ten (10) Business Days of the receipt of such Tax Contest; provided, however, that failure to provide such notice shall only reduce Oxford’s liability to the extent that Oxford is actually materially prejudiced as a result thereof.

(b)                                 Oxford shall have the sole right to control, contest, resolve and defend against any Tax Contests to the extent they relate to Taxes for which Oxford is obligated to indemnify the Cambridge Indemnified Parties pursuant to Section 9.3; provided, however, that Holdco may participate in any such Tax Contests at their own expense, including the right to attend any meeting and participate in any communications with the relevant Tax Authority, to the extent such Tax Contest relates to Taxes of a Purchased Company or Target Company Subsidiary; provided, further, that Oxford shall not, and shall not permit any other Person to, concede, settle or compromise a Tax Contest (or portion thereof) to the extent such concession, settlement or compromise could reasonably be expected to affect adversely Cambridge or their Affiliates, including any increase in the Taxes of any Purchased Company or Target Company Subsidiary for any Post-Closing Tax Period, without the prior written consent of Holdco, which

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consent shall not be unreasonably withheld, conditioned or delayed; provided, further, that if Oxford fails to assume control of the conduct of any such Tax Contest within thirty (30) days following the receipt by Oxford of notice of such Tax Contest, Holdco may notify Oxford in writing that it has failed to assume control of such Tax Contest, and if Oxford does not assume control of such Tax Contest within five (5) Business Days after such notice, Holdco shall have the right to assume control of such Tax Contest and shall be empowered to settle, compromise and/or concede such Tax Contest upon the prior written consent of Oxford, which consent shall not unreasonably be withheld, conditioned or delayed; provided, further, that Oxford may participate in any Tax Contests described in the preceding clause at its own expense, including the right to attend any meeting and participate in any communications with the relevant Tax Authority, to the extent such Tax Contest relates to Taxes of a Purchased Company or Target Company Subsidiary.

(c)                                  The Cambridge Indemnified Parties shall have the sole right to control, contest, resolve and defend against all Tax Contests of any Purchased Company or Target Company Subsidiary that are not governed by Section 9.6(b) , other than, for the avoidance of doubt, Tax Contests of a consolidated or combined group of which Oxford or any of its Affiliates (other than a Target Company) is the common parent.

Section 9.7                                    Certain Actions.

(a)                                 None of the Parties or any Subsidiary or Affiliate thereof may take or agree to take any action, or knowingly fail to take any action, which action or failure to act would or could reasonably be expected to cause Holdco to be treated as a domestic corporation for U.S. federal income tax purposes following the Effective Time. None of Holdco, Oxford or any Subsidiary or Affiliate thereof may take or agree to take any action, or knowingly fail to take any action, which action or failure to act would or could reasonably be expected to prevent the Restructuring from qualifying for the Tax treatment set forth in Section 1.6.

(b)                                 Notwithstanding anything herein to the contrary, except as expressly authorized by the Restructuring Steps Plan or Article I, none of Oxford and its Subsidiaries and Affiliates shall, nor shall they cause or permit any Person to, (i) forgive any indebtedness of any of the Target Companies or Holdco, (ii) make any capital contribution (without regard to whether or not any Capital Stock is issued) to any of the Target Companies or Holdco, or (iii) take any other action that, for U.S. federal income tax purposes, could be treated as, or deemed to be, the forgiveness of debt of or the contribution of capital (without regard to whether or not any Capital Stock is issued) to any of the Target Companies or Holdco.

(c)                                  Notwithstanding anything herein to the contrary, from the date of this Agreement until after the Effective Time, Oxford shall not (i) raise any new capital, except by the issuance of instruments treated as indebtedness for U.S. federal income tax purposes, but not including any indebtedness that is convertible into the Capital Stock, or any other instrument treated as stock for U.S. federal income tax purposes, of Oxford that would participate in the Distribution, (ii) issue any Capital Stock, or any other instrument treated as stock for U.S. federal income tax purposes, that would participate in the Distribution, except with respect to an exercise of the Convertible Bonds outstanding as of the date of this Agreement, (iii) issue any options to acquire the Capital Stock, or any other instrument treated as stock for U.S. federal income tax

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purposes, of Oxford, except to the extent that such stock would not participate in the Distribution, or (iv) receive any capital contribution (without regard to whether or not any Capital Stock is issued) for U.S. federal income tax purposes, except to the extent that such capital contribution is in exchange for stock that would not participate in the Distribution.

(d)                                 Notwithstanding anything herein to the contrary, except as expressly authorized by the Restructuring Steps Plan (as such Plan may be modified pursuant to Section 3.1) , none of Oxford and its Subsidiaries and Affiliates shall, nor shall they cause or permit any Person to, modify the terms of any intercompany indebtedness, including by refinancing, reissuance or otherwise, between any of the Target Companies, provided that such intercompany indebtedness may be incurred in the ordinary course of business or repaid in cash.

(e)                                  None of Oxford and its Subsidiaries and Affiliates shall, nor shall they cause or permit any Person to, transfer any of the Share Consideration to a creditor of Oxford or any of its Subsidiaries or Affiliates in satisfaction of any indebtedness, for U.S. federal income tax purposes, of Oxford or any of its Subsidiaries that is associated with the Target Companies or the Business. For the avoidance of doubt, nothing in this Section 9.7(e) shall prevent Oxford or any of its Subsidiaries or Affiliates from selling any Share Consideration and using the proceeds from such sale to satisfy any indebtedness of Oxford or any of its Subsidiaries that is associated with the Target Companies or the Business, provided, however, no such cash proceeds shall be transferred to a creditor of Oxford or any of its Subsidiaries or Affiliates if, to the knowledge of Oxford, such creditor was also the purchaser of such Share Consideration.

ARTICLE X

CONDITIONS TO CLOSING

Section 10.1                             Conditions to Each Party’s Obligation to Close the Transactions. The respective obligations of each Party to consummate the Transactions and to take the other actions required hereunder to be taken at the Closing are subject to the satisfaction (or waiver by Oxford and Cambridge if permitted by applicable Laws) on or prior to the Closing Date of the following conditions:

(a)                                 Cambridge shall have obtained the Cambridge Stockholder Approval.

(b)                                 Oxford shall have obtained the Oxford Stockholder Approval.

(c)                                  The waiting period applicable to the Distribution shall have expired with no opposition being instituted or, if opposition was instituted in accordance with section 2:100 DCC such opposition shall have been withdrawn or otherwise finally settled.

(d)                                 The waiting periods and approvals applicable to the consummation of the Transactions under the HSR Act and under the applicable Antitrust Laws of any other jurisdictions pursuant to which such approval is required in connection with the Transaction shall have expired, been terminated or been obtained, as applicable, in each case without the imposition of a Burdensome Condition.

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(e)                                  Any review or investigation under the DPA shall have been concluded, or the Committee on Foreign Investment in the United States or the President of the United States of America shall have determined not to take action authorized thereunder.

(f)                                   The Form S-4 shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for that purpose shall have been initiated or threatened in writing (and not withdrawn) by the SEC.

(g)                                  The Holdco Common Stock, including the Merger Consideration and the Share Consideration shall have been authorized for listing on the NYSE, subject to official notice of issuance.

(h)                                 No judgment, temporary restraining order, preliminary or permanent injunction, ruling, determination, decision, opinion or comparable judicial or regulatory action issued by, entered into, or otherwise put into effect by or under the authority of any Governmental Body, or any provision of any applicable Laws (collectively, “Restraints”) shall be in effect that prohibits or makes illegal the consummation of the Transactions (other than any Restraint having only an immaterial effect and that does not impose criminal liabilities or penalties).

(i)                                     No action, proceeding or suit shall have been commenced by Governmental Body and be pending against Holdco, Cambridge or Oxford seeking to restrain, or to obtain any material damages or other material remedy in connection with, the Transactions; provided that the condition set forth in this Section 10.1(i), to the extent it relates to any action, proceeding or suit by any Antitrust Authority or relating to any Antitrust Law, shall be deemed to be satisfied unless the restraint, damages or remedy sought by the applicable Governmental Body constitutes a Burdensome Condition.

(j)                                    The representations and warranties of Holdco contained in Section 6.2 and Section 6.3 shall be true and correct in all material respects both as of the date of this Agreement and as of the Closing Date as though made at the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be true and correct in all material respects as of such date) and (ii) all other representations and warranties of Holdco set forth in Article VI, in each case, made as if none of such representations and warranties contained any qualifications or limitations as to “materiality” or “material adverse effect” or similar matters, shall be true and correct, in each case, both as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be true and correct as so made, individually or in the aggregate, would not reasonably be expected to prevent or materially impair the ability of Holdco or MergerCo to consummate the Transactions.

(k)                                 Holdco shall have performed or complied in all material respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date.

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(l)                                     There shall have been no (i) change in Law, official interpretation thereof, or officially proposed action by the United States Internal Revenue Service or United States Department of Treasury (whether or not yet approved or effective) with respect to subject matters covered by Code Section 7874 or (ii) passage of any bill that would implement a change in applicable Laws by either the United States House of Representatives or the United States Senate with respect to subject matters covered by Code Section 7874, that, in either of case (i) or (ii), if finalized and made effective, in the opinion of Skadden or Cleary, would reasonably be expected to cause Holdco to be treated as a U.S. domestic corporation for U.S. federal Tax purposes.

(m)                             The Restructuring shall have been completed in all material respects in accordance with the terms and provisions of this Agreement.

(n)                                 If any Convertible Bonds are outstanding as of the Closing Date, the Convertible Bonds shall be listed on a “recognised stock exchange” within the meaning of section 1005 of the Income Tax Act 2007.

Section 10.2                             Additional Conditions to Obligations of Cambridge. The obligations of Cambridge to consummate the Transactions and to take the other actions required hereunder to be taken by Cambridge at the Closing are further subject to satisfaction of each of the following conditions (any of which may be waived by Cambridge, in whole or in part):

(a)                                 (i) The representations and warranties of Oxford contained in Section 4.10(b) and Section 4.28 shall be true and correct in all respects both as of the date of this Agreement and as of the Closing Date as though made at the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be true and correct in all respects as of such date), (ii) the representations and warranties of Oxford contained in Sections 4.2, 4.3, 4.4, 4.12, 4.23 and 4.27, in each case, made as if none of such representations and warranties contained any qualifications or limitations as to “materiality” or Material Adverse Effect, shall be true and correct in all material respects both as of the date of this Agreement and as of the Closing Date as though made at the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be true and correct in all material respects as of such date) and (iii) all other representations and warranties of Oxford set forth in Article IV, in each case made as if none of such representations and warranties contained any qualifications or limitations as to “materiality” or “Oxford Material Adverse Effect” or similar matters, shall be true and correct, in each case, both as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be true and correct as so made, individually or in the aggregate, has not had an Oxford Material Adverse Effect.

(b)                                 Oxford shall have performed or complied in all material respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date.

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(c)                                  There shall not have occurred after the date of this Agreement an Oxford Material Adverse Effect.

(d)                                 Cambridge shall have received from Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) an opinion dated as of the Closing Date to the effect that Section 7874 of the Code (or any other U.S. Tax Laws), existing regulations promulgated thereunder, and official interpretation thereof as set forth in published guidance, should not apply in such a manner so as to cause Holdco to be treated as a domestic corporation for U.S. federal income Tax purposes from and after the Closing Date (the “7874 Opinion”).

(e)                                  Cambridge shall have obtained, each in form and substance reasonably satisfactory to Cambridge, the consents and approvals set forth in Section 10.2(e) of the Oxford Disclosure Letter.

(f)                                   The Net Indebtedness of the Target Companies as of immediately prior to the Closing shall not be greater than two billion one hundred fifty million dollars ($2,200,000,000).

(g)                                  The Oxford Board shall have received from Rothschild a customary “solvency” opinion in form and substance reasonably satisfactory to the Cambridge Board (such opinion to be dated as of the date of the Distribution) (the “Solvency Opinion”).

Section 10.3                             Additional Conditions to Obligations of Oxford. The obligations of Oxford to consummate the Transactions and to take the other actions required hereunder to be taken by Oxford at the Closing are further subject to satisfaction of each of the following conditions (any of which may be waived by Oxford, in whole or in part):

(a)                                 (i) the representations and warranties of Cambridge contained in Section 5.9(b) shall be true and correct in all respects both as of the date of this Agreement and as of the Closing Date as though made at the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be true and correct in all respects as of such date), (ii) the representations and warranties of Cambridge contained in Sections 5.2, 5.3 and 5.14 shall be true and correct in all material respects both as of the date of this Agreement and as of the Closing Date as though made at the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be true and correct in all material respects as of such date) and (ii) all other representations and warranties of Cambridge set forth in Article V, in each case made as if none of such representations and warranties contained any qualifications or limitations as to “materiality” or “Cambridge Material Adverse Effect” or similar matters, shall be true and correct, in each case, both as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be true and correct as so made, individually or in the aggregate, has not had a Cambridge Material Adverse Effect.

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(b)                                 Cambridge shall have performed or complied in all material respects with all agreements and covenants required to be performed by them under this Agreement at or prior to the Closing Date.

(c)                                  There shall not have occurred after the date of this Agreement a Cambridge Material Adverse Effect.

(d)                                 Oxford shall have received from Cleary Gottlieb an opinion dated as of the Closing Date to the effect that, under applicable U.S. Tax Law, the Restructuring should qualify for the Tax treatment set forth in Section 1.6 (the “355 Opinion”).

ARTICLE XI

TERMINATION

Section 11.1                             Termination. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated, and the Transactions abandoned, at any time prior to the Closing, whether before or after receipt of the Cambridge Stockholder Approval or Oxford Stockholder Approval:

(a)                                 By the mutual written agreement of Cambridge and Oxford.

(b)                                 By either Cambridge or Oxford:

(i)                                     if the Transactions are not consummated at or before 11:59 p.m., Chicago time, on the date which is one (1) year after the date of the Agreement (such date, the “End Date”); provided, however, that if all conditions to Closing have theretofore been satisfied or waived other than those set forth in Section 10.1(d), Section 10.1(e) or Section 10.1(h) (solely as a result of a Restraint arising under the authority of any Antitrust Authority or under any Antitrust Law) and other than those that by their nature are to be satisfied at the Closing, Cambridge or Oxford may elect, on or prior to the End Date (if this Agreement has not been earlier terminated pursuant to its terms), by written notice to the other Party, on one or more occasions, to extend such date to a date no later than the date which is fifteen (15) months after the date of the Agreement (the latest of any such dates being deemed the End Date); and provided, further, that the right to terminate this Agreement under this Section 11.1(b)(i) shall not be available to any Party whose failure to perform any covenant or obligation or whose willful breach of a provision under this Agreement has been the cause of or resulted in the failure of the Transactions to be consummated on or before such date;

(ii)                                  if (A) any Restraint having any of the effects set forth in Section 10.1(h) shall be in effect and shall have become final and nonappealable or (B) there shall be in effect any Laws that make consummation of the Transactions illegal (other than

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those having only an immaterial effect and that do not impose criminal liabilities or penalties); provided that the Party seeking to terminate this Agreement pursuant to this Section 11.1(b)(ii) shall have complied in all material respects with its obligations under Section 7.10 and shall have used its reasonable best efforts, consistent with, and subject to, the terms of this Agreement, to remove the Restraint;

(iii)                               if the Cambridge Stockholder Approval is not obtained upon a vote taken at the Cambridge Stockholder Meeting duly convened and concluded (or any adjournment or postponement thereof);

(iv)                              if the Oxford Stockholder Approval is not obtained upon a vote taken at the Oxford Stockholder Meeting duly convened and concluded (or any postponement thereof);

(v)                                 if the closing condition set forth in Section 10.1(l) shall be incapable of being satisfied; or

(vi)                              in the event of a breach by Holdco of any representation, warranty, covenant or other agreement contained in this Agreement which (A) would give rise to the failure of a condition set forth in Section 10.1(j) or Section 10.1(k) (assuming, solely for purposes of this Section 11.1(b)(vi), that the date of such breach is, or such breach is continuing as of, the Closing Date), and (B) cannot be or has not been cured by the earlier of (x) thirty (30) calendar days after the giving of written notice to Holdco describing such breach and the basis for such notice in reasonable detail and (y) the End Date; provided that, in the case of any such breach by Holdco of any covenant or other agreement in this Agreement, the Party seeking to terminate this Agreement pursuant to this Section 11.1(b)(vi) shall have complied in all material respects with its obligations under Section 7.29 as they relate to such covenant or other agreement.

(c)                                  By Cambridge:

(i)                                     prior to receipt of the Oxford Stockholder Approval, if (A) Oxford shall have failed to include the Oxford Board Recommendation in the Oxford Notice; (B) the Oxford Board shall have made an Oxford Adverse Recommendation Change; (C) if in the event that a public offer that constitutes an Acquisition Proposal for Oxford shall have been commenced and Oxford shall not have published its position statement (including a recommendation rejecting such public offer) pursuant to article 18(2) of the Dutch decree on public takeovers within ten (10)

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Business Days after such public offer is first published, sent or given, or subsequently amended in any material respect, a statement recommending that stockholders reject such public offer and affirming the Oxford Board Recommendation; or (D) Cambridge shall have violated or breached in any material respect any of its material obligations under Section 7.4;

(ii)                                  in the event of a breach by Oxford of any representation, warranty, covenant or other agreement contained in this Agreement which (A) would give rise to the failure of a condition set forth in Section 10.2(a) or Section 10.2(b) (assuming, solely for purposes of this Section 11.1(c)(ii), that the date of such breach is, or such breach is continuing as of, the Closing Date), and (B) cannot be or has not been cured by the earlier of (x) thirty (30) calendar days after the giving of written notice to Oxford describing such breach and the basis for such notice in reasonable detail and (y) the End Date; or

(iii)                               if the closing condition set forth in Section 10.2(d) shall be incapable of being satisfied.

(d)                                 By Oxford:

(i)                                     prior to receipt of the Cambridge Stockholder Approval, if (A) Cambridge shall have failed to include the Cambridge Board Recommendation in the Proxy Statement, (B) the Cambridge Board shall have made a Cambridge Adverse Recommendation Change (C) in the event that a tender offer or exchange offer that constitutes an Acquisition Proposal for Cambridge shall have been commenced by a Person unaffiliated with Oxford and Cambridge shall not have published, sent or given to its stockholders, pursuant to Rule 14e-2 under the Exchange Act, within the ten (10) Business Day period (as specified in Rule 14e-2 under the Exchange Act) after such tender offer or exchange offer is first published, sent or given, or subsequently amended in any material respect, a statement recommending that stockholders reject such tender offer or exchange offer and affirming the Cambridge Board Recommendation; or (D) Cambridge shall have violated or breached in any material respect any of its material obligations under Section 7.5;

(ii)                                  in the event of a breach by Cambridge of any representation, warranty, covenant or other agreement contained in this Agreement which (A) would give rise to the failure of a condition set forth in Section 10.3(a) or Section 10.3(b) (assuming, solely for purposes of this Section 11.1(d)(ii), that the date of such breach is, or such breach is continuing as of, the Closing Date) and

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(B) cannot be or has not been cured by the earlier of (x) thirty (30) calendar days after the giving of written notice to Cambridge describing such breach and the basis for such notice in reasonable detail and (y) the End Date; or

(iii)                               if the closing condition set forth in Section 10.3(d) shall be incapable of being satisfied.

Section 11.2                             Effect of Termination. The following provisions shall apply in the event of a termination of this Agreement:

(a)                                 In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given to the other Party or Parties specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement shall forthwith become null and void (except for the last sentence of Section 7.6(a), the last sentence of Section 7.6(e), Section 7.9(d), the last sentence of Section 7.10(a), Section 7.16(d), this Section 11.2 and Article XII, each of which shall survive any such termination) and there shall be no liability on the part of Cambridge, Holdco, MergerCo or Oxford, except (i) as set forth in the provisions of this Agreement that survive such termination; and (ii) nothing herein shall relieve any Party from liability for any fraud or willful breach of this Agreement (in which case the aggrieved Party shall be entitled to all rights and remedies available at law or in equity).

(b)

(i)                                     In the event that this Agreement is terminated by either Cambridge or Oxford pursuant to Section 11.1(b)(iii), then Cambridge shall, within two (2) Business Days of such termination, pay or cause to be paid to Oxford the amount of reasonable out-of-pocket costs and expenses incurred by Oxford and its Affiliates in connection with this Agreement, the Merger and the other Transactions by wire transfer of same day funds to an account designated by Oxford in an amount not to exceed thirty million dollars ($30,000,000).

(ii)                                  In the event that this Agreement is terminated (A) by Oxford pursuant to Section 11.1(d)(i) or (B) by either Cambridge or Oxford pursuant to Section 11.1(b)(iii) if at the time of such termination pursuant to Section 11.1(b)(iii) Oxford had the right to terminate this Agreement pursuant to Section 11.1(d)(i), then Cambridge shall, within two (2) Business Days of such termination, pay or cause to be paid to Oxford an amount equal to one hundred fifty million dollars ($150,000,000) (the “Cambridge Termination Payment”) by wire transfer of same day funds to an account designated by Oxford.

(iii)                               In the event that (A) this Agreement is terminated by Cambridge or Oxford pursuant to Section 11.1(b)(i) or Section

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11.1(b)(iii) or by Oxford pursuant to Section 11.1(d)(ii) with respect to the breach of a covenant or agreement, (B) after the date of this Agreement and (x) prior to the time of termination in case of such a termination pursuant to Section 11.1(b)(i) or Section 11.1(d)(ii) or (y) prior to the Cambridge Stockholder Meeting (as it may be adjourned or postponed)in the case of such a termination pursuant to Section 11.1(b)(iii), an Acquisition Proposal for Cambridge shall have been publicly announced or made publicly known or otherwise communicated or made known to Cambridge management or the Cambridge Board (or any third party shall have publicly announced, communicated or made known a bona fide intention, whether or not conditional, to make a proposal with respect to an Acquisition Proposal for Cambridge), and (C) within twelve (12) months following such termination, Cambridge or any of its Subsidiaries executes an agreement with respect to any Acquisition Proposal for Cambridge (whether or not involving the same Acquisition Proposal as that referred to in clause (B)) which is subsequently consummated, or any Acquisition Proposal for Cambridge is consummated (it being understood that, for purposes of this clause (C), the term “Acquisition Proposal” shall have the meaning assigned to such term in this Agreement except that each reference to “fifteen percent (15%) or more” in the definition of “Acquisition Proposal” and “Major Subsidiary” shall be deemed to be a reference to “fifty percent (50%) or more”), then Cambridge shall, prior to or contemporaneously with the consummation of such acquisition or transaction pay, or cause to be paid to Oxford, by wire transfer of same day funds to an account designated by Oxford, the Cambridge Termination Payment (less any amount previously paid by Cambridge pursuant to Section 11.2(b)(i)).

(iv)                              In the event that (i) this Agreement is terminated by either Cambridge or Oxford pursuant to Section 11.1(b)(i) and at the time of such termination any of the conditions to Closing set forth in Section 10.1(d) or Section 10.1(h) (solely as a result of a Restraint arising under the authority of any Antitrust Authority or under any Antitrust Law) shall not be satisfied but all other conditions set forth in Section 10.1 or Section 10.2 (other than, in either such case, any such conditions that by their nature are to be satisfied at the Closing, but which conditions would be satisfied if the Closing Date were the date of such termination) shall have been satisfied or waived or (ii) this Agreement is terminated (x) by either Cambridge or Oxford pursuant to Section 11.1(b)(ii) solely as a result of a Restraint arising under the authority of any Antitrust Authority or under any Antitrust Law or (y) by Oxford pursuant to Section 11.1(d)(ii) as a result of the breach by Cambridge of any covenant or agreement contained in Section 7.10, and, in either case, and at the time of such termination any of

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the conditions to Closing set forth in Section 10.1(d) or Section 10.1(h) (solely as a result of a Restraint arising under the authority of any Antitrust Authority or under any Antitrust Law) shall not be satisfied but all other conditions set forth in Section 10.1 and Section 10.2 shall be satisfied, shall have been waived or shall be capable of being satisfied at or prior to the End Date, then Cambridge shall, within two (2) Business Days of such termination, pay or cause to be paid to Oxford an amount equal to one hundred fifty million dollars ($150,000,000) by wire transfer of same day funds to an account designated by Oxford; provided, that Cambridge shall have no obligation to pay such amount if (1) documents in Oxford’s or any of its Affiliates’ possession (“Oxford’s Documents”) were produced by Oxford to an Antitrust Authority that failed to provide a necessary clearance or approval of the Transactions, which documents a reasonable Person would believe were a materially adverse factor to the Parties’ failure to obtain such clearance or approval and (2) no documents in Cambridge’s or any of its Affiliates’ possession were produced by Cambridge to such Antitrust Authority that a reasonable Person would believe were as significant an adverse factor as Oxford’s Documents in the Parties’ failure to obtain such clearance and approval.

(v)                                 In the event that this Agreement is terminated by either Cambridge or Oxford pursuant to Section 11.1(b)(iv), then Oxford shall, within two (2) Business Days of such termination, pay or cause to be paid to Cambridge the amount of reasonable out-of-pocket costs and expenses incurred by Cambridge and its Affiliates in connection with this Agreement, the Merger and the other Transactions by wire transfer of same day funds to an account designated by Cambridge in an amount not to exceed thirty million dollars ($30,000,000).

(vi)                              In the event that this Agreement is terminated (A) by Cambridge pursuant to Section 11.1(c)(i) or (B) by either Cambridge or Oxford pursuant to Section 11.1(b)(iv) if at the time of such termination pursuant to Section 11.1(b)(iv) Cambridge had the right to terminate this Agreement pursuant to Section 11.1(c)(i), then Oxford shall, within two (2) Business Days of such termination, pay or cause to be paid to Cambridge an amount equal to one hundred fifty million dollars ($150,000,000) (the “Oxford Termination Payment”) by wire transfer of same day funds to an account designated by Cambridge.

(vii)                           In the event that (A) this Agreement is terminated by Cambridge or Oxford pursuant to Section 11.1(b)(i) or Section 11.1(b)(iv) or by Cambridge pursuant to Section 11.1(c)(ii), (B)

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after the date of this Agreement and (x) prior to the time of termination in case of such a termination pursuant to Section 11.1(b)(i) or Section 11.1(c)(ii) or (y) prior to the Oxford Stockholder Meeting (as it may be postponed) in the case of such a termination pursuant to Section 11.1(c)(ii), an Acquisition Proposal for Oxford shall have been publicly announced or made publicly known or otherwise communicated or made known to Oxford management or the Oxford Board (or any third party shall have publicly announced, communicated or made known a bona fide intention, whether or not conditional, to make a proposal with respect to an Acquisition Proposal for Oxford), and (C) within twelve (12) months following such termination, Oxford or any of its Subsidiaries executes an agreement with respect to any Acquisition Proposal for Oxford (whether or not involving the same Acquisition Proposal as that referred to in clause (B)) which is subsequently consummated, or any Acquisition Proposal for Oxford is consummated (it being understood that, for purposes of this clause (C), the term “Acquisition Proposal” shall have the meaning assigned to such term in this Agreement except that each reference to “fifteen percent (15%) or more” in the definition of “Acquisition Proposal” and “Major Subsidiary” shall be deemed to be a reference to “fifty percent (50%) or more”), then Oxford shall, prior to or contemporaneously with the consummation of such acquisition or transaction pay, or cause to be paid to Cambridge, by wire transfer of same day funds to an account designated by Cambridge, the Oxford Termination Payment (less any amount previously paid by Cambridge pursuant to Section 11.2(b)(v)).

(c)                                  Each of Cambridge and Oxford acknowledges that the agreements contained in this Section 11.2 are an integral part of the Transactions and that, without these agreements, the other party would not enter into this Agreement; accordingly, if either party fails to promptly pay or cause to be paid the amount due pursuant to this Section 11.2, and, in order to obtain such payment, the other party commences a suit that results in a judgment against such party for the payment set forth in this Section 11.2 or any portion of such payment, such party shall pay the other party its costs and expenses (including attorneys’ fees) in connection with such suit, together with interest on the amount of the payment at the prime rate of Citibank, N.A., in effect on the date such payment was required to be paid, from the date on which such payment was required through the date of actual payment. In no event shall Cambridge or Oxford be obligated pursuant to this Section 11.2 to pay more than one Cambridge Termination Payment or Oxford Termination Payment, respectively.

ARTICLE XII

GENERAL PROVISIONS

Section 12.1                             Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given on the date of delivery if delivered personally, by facsimile (with written confirmation of completed transmission), by email (with receipt

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confirmed by the intended recipient, or if a duplicate copy is promptly delivered by one of the other methods described in this Section 12.1), or sent by a nationally recognized overnight courier service (with confirmation of delivery) . All notices hereunder shall be delivered as set forth below or pursuant to such other instructions as may be designated in writing by the Party to receive such notice in a notice given in accordance with this Section 12.1:

If to Cambridge, to:

CF Industries Holdings, Inc.

4 Parkway North, Suite 400

Deerfield, IL 60015-2590

Attn: Douglas C. Barnard

Facsimile: (847) 405-2711

Email: Dbarnard@cfindustries.com

with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP

155 N. Wacker Drive

Chicago, IL 60606

Attn: Brian W. Duwe

Attn: Richard C. Witzel, Jr.

Fax: (312) 407-0411

Telephone: (312) 407-0700

Email: brian.duwe@skadden.com

Email: richard.witzel@skadden.com

If to Oxford, to:

OCI N.V.

Honthorststraat 19

1071 DC Amsterdam

The Netherlands

Attn: Erika Wakid

Facsimile: +31 20 723 4501

Email: Erika.Wakid@oci.nl

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with a copy to (which shall not constitute notice):

Cleary Gottlieb Steen and Hamilton LLP

One Liberty Plaza

New York, NY 10006

Attn: Robert P. Davis

Attn: Paul M. Tiger

Facsimile: (212) 225-3999

Email: rdavis@cgsh.com

Email: ptiger@cgsh.com

Section 12.2                             Interpretation.

(a)                                 When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article, Section of or Exhibit to this Agreement unless otherwise indicated. The table of contents and headings (including headings contained in parentheticals to Section and Article references) contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. References herein to any gender include the other gender. The term “or” is not exclusive. The words “hereof,” “herein,” “hereby,” “hereto,” and “hereunder” shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”. “Dollars” and “$” shall mean United States dollars. Any reference to any agreement, document or instrument shall be deemed to refer to such agreement, document or instrument as amended, supplemented, modified and in effect from time to time in accordance with its terms. Any references to any Law shall be deemed to refer to such Law as amended from time to time and to include any successor legislation thereto and any rules and regulations promulgated thereunder. References to any document or information having been “made available” or “furnished” by Oxford shall include Oxford or any of its Representatives having posted any such document or information to the online data room hosted on behalf of Oxford and located at https://datasite.merrillcorp.com (the “Data Room”) prior to the execution of this Agreement or provided as an exhibit to any publicly available Oxford Report or MLP Report.

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(b)                                 Any covenant or agreement in this Agreement or any Ancillary Agreement that requires Oxford to cause any Target Joint Venture to take (or not take) any action shall be deemed to require Oxford to cause such Target Joint Venture to take (or not take) such action solely to the extent within the control of Oxford.

(c)                                  Neither the specification of any dollar amount in any representation or warranty contained in this Agreement nor the inclusion of any specific item in the Oxford Disclosure Letter is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no Party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in the Oxford Disclosure Letter is or is not material for purposes of this Agreement. Unless this Agreement specifically provides otherwise, neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in the Oxford Disclosure Letter is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no Party shall use the fact of the setting forth or the inclusion of any such item or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in the Oxford Disclosure Letter is or is not in the ordinary course of business for purposes of this Agreement.

(d)                                 The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement. Neither the drafting history nor the negotiating history of this Agreement will be used or referred to in connection with the construction or interpretation of this Agreement.

Section 12.3                             Counterparts; Effectiveness. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which, when taken together, shall constitute one and the same instrument. This Agreement shall become effective when each Party shall have received counterparts thereof signed and delivered by the other Parties. Signatures transmitted electronically shall be accepted as originals for all purposes of this Agreement.

Section 12.4                             Entire Agreement; Third Party Beneficiaries.

(a)                                 This Agreement (including the exhibits hereto, the Disclosure Letters delivered in connection herewith, the Ancillary Agreements and the Restructuring Steps Plan), constitutes the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersedes all prior representations, warranties, agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof and thereof.

(b)                                 This Agreement is not intended to and shall not confer any rights or remedies upon any Person other than the Parties and their respective successor and permitted assigns, except for (i) from and after the Effective Time, the rights of the stockholders of Cambridge to receive the Merger Consideration and the rights of the stockholders of Oxford to

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receive the Distributable Consideration, (ii) as provided in Section 7.25, Article VIII or Article IX or (iii) solely with respect to each Financing Source, this Section 12.4(b) and Sections 12.7, 12.9(b) and 12.11.

(c)                                  The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with Section 12.8 without notice or liability to any other Person. The representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. Accordingly, Persons other than the Parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Section 12.5                             Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Laws or public policy in any situation or in any jurisdiction, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect and such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the offending term or provision in any other situation or any other jurisdiction. Notwithstanding the foregoing, upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible, in a mutually acceptable manner, in order that the Transactions be consummated as originally contemplated to the greatest extent possible.

Section 12.6                             Assignments.

(a)                                 Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties, in whole or in part (whether by operation of Law or otherwise), without the prior written consent of the other Parties, and any attempt to make any such assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

(b)                                 In the event that, after the Closing, Oxford, Cambridge, Holdco or any of their respective successors consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or a majority of its properties and assets (determined by its properties and assets after the Closing) to any Person, then in each such case, proper provisions reasonably acceptable to Oxford, in the case of Cambridge or Holdco as the consolidating, merging, transferring or conveying Party, or Holdco, in the case of Oxford as the consolidating, merging, transferring or conveying Party, shall be made so that the successors and assigns of the consolidating, merging, transferring or conveying Party shall succeed to such Party’s obligations set forth in this Agreement; provided, that, in connection with any of the foregoing, no Party shall be released from any of its obligations or liabilities hereunder.

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Section 12.7                             Amendments. This Agreement may be amended by the Parties, by action taken or authorized by their respective boards of directors, at any time before or after approval of the matters presented in connection with this Agreement to the stockholders of Cambridge or Oxford, but, after such approval, no amendment shall be made which by applicable Laws or in accordance with the rules of any relevant stock exchange requires further approval by such stockholders without such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties; provided that no modification or amendment to this Agreement shall be made that would adversely affect the rights of the Financing Sources as set forth in Sections 12.4(b), this Section 12.7, Section 12.9(b) or Section 12.11 without the prior written consent of the Financing Sources.

Section 12.8                             Extension; Waiver. At any time prior to the Closing, the Parties, by action taken or authorized by their respective boards of directors, may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement, any Ancillary Agreement or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or, except as provided in Section 11.1(b)(iii) or (iv), conditions contained herein. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such Party. No waiver by any Party of any breach of this Agreement shall operate or be construed as a waiver of any preceding or subsequent breach, whether of a similar or different character, unless expressly set forth in such written instrument. Neither any course of conduct nor the failure or delay of any Party to this Agreement to assert any of its rights, remedies or powers under this Agreement or otherwise shall constitute a waiver of those rights, nor shall any single or partial exercise of any right, remedy or power hereunder, or any abandonment or discontinuance of steps to enforce such right, remedy or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right, remedy or power.

Section 12.9                             Governing Law and Venue; Waiver of Jury Trail

(a)                                 THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN, AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN, ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS RULES OF CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY STATE OTHER THAN THE STATE OF DELAWARE. The Parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware located in Wilmington, Delaware, or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the federal courts of the United States of America located in the City of Wilmington in the State of Delaware in respect of all matters arising out of or relating to this Agreement, the interpretation and enforcement of the provisions of this Agreement, the Ancillary Agreements, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to such action or proceeding shall be heard and

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determined exclusively in such courts. The Parties hereby consent to and grant any such court jurisdiction over the person of such Parties solely for such purpose and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 12.1 or in such other manner as may be permitted by applicable Laws shall be valid and sufficient service thereof.

(b)                                 EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 12.9(b).

Section 12.10                      Enforcement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the Transactions) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 12.4(b)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction, and each Party hereby irrevocably waives any right it may have to require the provision of any such bond or other security.

Section 12.11                      Certain Claims

(a)                                 Notwithstanding anything to the contrary contained in this Agreement, each of the Parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the Transactions, including any dispute arising out of or relating in any

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way to the Commitment Letter or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable Laws exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof). The Parties further agree that all of the provisions of Section 12.9(b) relating to waiver of jury trial shall apply to any action, cause of action, claim, cross-claim or third party claim referenced in this Section 12.11(a).

(b)                                 Notwithstanding anything to the contrary contained in this Agreement, each of the Parties hereto agrees that any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Commitment Letter or the performance thereof, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; provided, however, that, on or prior to the Closing Date, the definitions of “Acquired Business Material Adverse Effect” and “Acquisition Agreement Representations,” as defined in and for the purposes of the Commitment Letter, shall be governed by, and construed in accordance with, the laws of the state of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.

(c)                                  Notwithstanding anything to the contrary contained in this Agreement, Oxford agrees that neither it nor any of its Representatives or Affiliates shall have any rights or claims against any Financing Source in connection with or related to this Agreement, the Financing or the Transactions. In addition, no Financing Source shall have any liability or obligation to Oxford or any of Oxford’s Affiliates or Representatives in connection with or related to this Agreement, the Financing or the Transactions, including for any consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortious nature. For avoidance of doubt, nothing in this Section 12.11(c) shall modify or alter the rights of Cambridge under the Commitment Letter and any provision of any definitive loan documentation between or among Cambridge, Holdco (or the Surviving Corporation), and any of their Subsidiaries and any Financing Source entered into in connection with or as contemplated by this Agreement, and in the event of a conflict between the foregoing and any provision in the Commitment Letter or any such definitive loan documentation, as applicable, the provisions of the Commitment Letter or any such definitive loan documentation, as applicable, shall govern and control.

Section 12.12        Fees; Expenses. Except as otherwise expressly provided in this Agreement, all fees and expenses incurred in connection with the Transactions shall be paid by the Party incurring such fees or expenses, whether or not the Transactions are consummated. For the avoidance of doubt, except as otherwise expressly provided herein, any costs incurred in connection with this Agreement, the Ancillary Agreements or any aspect of the Restructuring or the other Transactions by Oxford and its Subsidiaries prior to the Closing, shall be paid by Oxford or one or more of the Oxford Companies, and not by the Target Companies.

Section 12.13        Nonrecourse. Notwithstanding anything to the contrary in this Agreement, this Agreement may only be enforced against, and any lawsuits, claims, suits or proceedings that may be based upon, arise out of, or relate to this Agreement, the negotiation,

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execution or performance of this Agreement or the transactions contemplated hereby, may only be brought against each Person that is expressly named as a Party in such Person’s capacity as such, and only with respect to the specific obligations set forth herein with respect to such Party, and no former, current or future direct or indirect stockholders, equity holders, controlling persons, directors, officers, employees, incorporators, managers, members, trustees, general or limited partners, Affiliates, agents, attorneys or other Representatives of any Party or of any Affiliate of any Party, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any Party under this Agreement or for any lawsuits, claims, suits or proceedings (whether at law or in equity, in tort, contract or otherwise) based on, in respect of or by reason of the Transactions or in respect of any representations, warranties, covenants, agreements or statements (whether written or oral, express or implied) made or alleged to have been made in connection herewith.

Section 12.14        Provision Regarding Legal Representation. Recognizing that each of Cleary Gottlieb, Allen & Overy LLP (“Allen & Overy”) and Orrick, Herrington & Sutcliffe LLP (“Orrick”) has acted as legal counsel to Oxford, the Target Companies and their Affiliates in connection with the negotiation, documentation and consummation of the transactions contemplated hereby prior to the Closing (the “Engagement”), and that Cleary Gottlieb, Allen & Overy and Orrick intend to act as legal counsel to Oxford and its Affiliates (which will no longer include the Target Companies) after the Closing, Holdco and Cambridge hereby waive (on their own behalf) and agree to cause their Affiliates (including, after the Closing, the Target Companies) to waive, any conflicts to the extent related to the Engagement that may arise in connection with Cleary Gottlieb, Allen & Overy or Orrick representing Oxford or any of its Affiliates after the Closing as such representation may relate to Holdco, Cambridge and the Target Companies or the Transactions. In addition, notwithstanding anything in this Agreement to the contrary, all communications involving attorney-client confidences between Oxford, the Target Companies and their respective Affiliates, on the one hand, and Cleary Gottlieb, Allen & Overy or Orrick, on the other hand, in the course of the Engagement shall be deemed to be attorney-client confidences that belong solely to Oxford and its Affiliates (and not the Target Companies). Accordingly, the Target Companies shall not have access to any such communications or to the files of Cleary Gottlieb, Allen & Overy or Orrick relating to the Engagement from and after the Closing, and no actions taken by Oxford or any of its Affiliates or Representatives to retain, remove or otherwise protect such communications will be deemed a breach or violation of this Agreement or any Ancillary Agreement. Without limiting the generality of the foregoing, from and after the Closing, (a) Oxford and its Affiliates (and not the Target Companies) shall be the sole holders of the attorney-client privilege with respect to communications relating to the Engagement, and no Target Company shall be a holder thereof, (b) to the extent that files of Cleary Gottlieb, Allen & Overy or Orrick in respect of the Engagement constitute property of the client, only Oxford and its Affiliates (and not the Target Companies) shall hold such property rights and (c) neither Cleary Gottlieb, Allen & Overy nor Orrick shall have any duty whatsoever to reveal or disclose any such attorney-client communications or files in connection with the Engagement to any of the Target Companies by reason of any attorney-client relationship between Cleary Gottlieb, Allen & Overy or Orrick, as the case may be, and the Target Companies or otherwise.

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ARTICLE XIII

DEFINITIONS

“Acceptable Confidentiality Agreement” means, with respect to Cambridge or Oxford, as applicable, any customary confidentiality agreement that contains provisions with respect to confidentiality that are no less favorable to such Party in any substantive respect than those contained in the Confidentiality Agreement.

“Acquisition Proposal” means, with respect to Cambridge or Oxford, as applicable, any offer or proposal for, or any indication of interest in, (a) any direct or indirect acquisition or purchase of Cambridge or Oxford, as applicable, or any of its Subsidiaries that constitutes fifteen percent (15%) or more of the consolidated gross revenue or consolidated gross assets of Cambridge or Oxford, as applicable, and its Subsidiaries, taken as a whole (any such Subsidiary, a “Major Subsidiary”), (b) any direct or indirect acquisition or purchase of (i) fifteen percent (15%) or more of any class of equity securities or voting power or fifteen percent (15%) or more of the consolidated gross assets of Cambridge or Oxford, as applicable, or (ii) fifteen percent (15%) or more of any class of equity securities or voting power of any of its Major Subsidiaries, (c) any tender offer that, if consummated, would result in any Person beneficially owning fifteen percent (15%) or more of any class of equity securities or voting power of Cambridge or Oxford, as applicable, or (d) any merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Cambridge or Oxford, as applicable, or any Major Subsidiary of Cambridge or Oxford, as applicable, in each case, by, with or involving a Person other than another Party or any of its Subsidiaries; provided that an offer, proposal or indication of interest that does not contemplate the direct or indirect acquisition or purchase of any assets or Capital Stock of any Target Company and is not otherwise mutually exclusive with or a material impediment or source of delay to the Transactions shall not constitute an Acquisition Proposal for Oxford.

“Affiliate,” with respect to any Person, means any other Person that directly or indirectly controls, is controlled by or is under common control with such Person. As used in this definition, “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person (whether though ownership of voting securities or equity interest in the registered capital of that Person, by Contract or otherwise). For the avoidance of doubt, Orascom Construction Limited shall be considered an Affiliate of Oxford and its Subsidiaries for the purposes of this Agreement and any Ancillary Agreement.

“Affiliated Group” means any affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local or foreign Laws.

“Ancillary Agreements” means all agreements, instruments, certificates and documents, executed and delivered by either, Cambridge or any of its Affiliates or Oxford or any of its Affiliates under this Agreement or in connection herewith, including the Firewater One Shareholder Agreement, the Holdco Shareholder Agreement and the Registration Rights Agreements.

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“Antitrust Authority” means any Governmental Body responsible for the administration and enforcement of Antitrust Law.

“Antitrust Laws” means any Law designed to prohibit restrict or regulate actions for the purpose or effect of monopolization, restraining trade or abusing a dominant position.

“Benefit Plan” means each employment, bonus, deferred compensation, incentive compensation, stock purchase, stock option, phantom or other stock based award, severance or termination pay, retention, change in control, fringe benefit, employee loan, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program, agreement or arrangement, and each other “employee benefit plan” (within the meaning of Section 3(3) of ERISA, including multiemployer plans within the meaning of 3(37) of ERISA), program, agreement (including employment agreements) or arrangement, whether or not subject to ERISA, maintained or contributed to or required to be contributed to by (a) Cambridge or Oxford, (b) any Subsidiary of Cambridge or Oxford or (c) any ERISA Affiliate of Cambridge or Oxford, for the benefit of any current or former employee, director or member of Cambridge or Oxford or any Subsidiary of Cambridge or Oxford, other than any plan, program, agreement or arrangement mandated by applicable Laws.

“Bond Financing Agreement” means the Bond Financing Agreement, dated as of May 1, 2013, between Iowa Finance Authority and IFCO.

“Business” means: (a) the development, construction and operation of a fertilizer plant in Wever, Iowa (the “Iowa Fertilizer Plant”) and, once operational, the sale of products therefrom; (b) the nitrogen fertilizer and melamine business as operated at, or in respect of, the complex in Geleen, the Netherlands and the marketing and sale of nitrogen fertilizer and melamine therefrom; (c) the ammonia and methanol business as operated at, or in respect of, the complex in Beaumont, Texas (the “Beaumont Complex”) and the marketing and sale of ammonia and methanol therefrom; (d) the development, construction and operation of a methanol plant in Beaumont, Texas (the “Natgasoline Complex”) and the marketing and sale of products therefrom and (e) the sales and trading business in support of the businesses in clauses (a)-(d) above, including the trading operations in Dubai, United Arab Emirates, in each case, as currently conducted, by Oxford and/or its Subsidiaries.

“Business Day” means any day that is not a Saturday, Sunday or other day on which the commercial banks in Chicago, IL or Amsterdam, the Netherlands are authorized or required by Law to remain closed.

“Cambridge Average Price” means the volume weighted average price per share of Cambridge Common Stock on the NYSE for the twenty (20) consecutive trading days ending upon and including the third (3rd) trading day immediately prior to the Closing Date, as calculated by Bloomberg Financial LP under the function “VWAP”.

“Cambridge Board” means the board of directors of Cambridge.

“Cambridge Bylaws” means the bylaws of Cambridge.

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“Cambridge Certificate” means the certificate of incorporation of Cambridge.

“Cambridge Common Stock” means common stock, par value $0.01 per share, of Cambridge.

“Cambridge Indemnified Party” means Holdco, Cambridge and their controlled Affiliates (including, for the avoidance of doubt, after the Closing, the Target Companies) and each of their Representatives in their capacities as such.

“Cambridge Material Adverse Effect” means any change, development, event, occurrence, effect or state of facts that, individually or in the aggregate with all such other changes, developments, events, occurrences, effects or states of facts has, or is reasonably expected to have, a material adverse effect on the business, financial condition or results of operations of Cambridge and its Subsidiaries, taken as a whole; provided, that none of the following shall be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been a Cambridge Material Adverse Effect: any change, development, event, occurrence, effect or state of facts arising out of or resulting from (a) capital market conditions generally or general economic conditions, including with respect to interest rates or currency exchange rates, (b) geopolitical conditions or any outbreak or escalation of hostilities, acts of war or terrorism occurring after the date of this Agreement, (c) any hurricane, tornado, flood, earthquake or other natural or man-made disaster occurring after the date of this Agreement, (d) any change in applicable Law, GAAP or IFRS (or authoritative interpretation thereof) which is proposed, approved or enacted on or after the date of this Agreement, (e) general conditions in the industries in which Cambridge and its Subsidiaries operate, (f) the failure, in and of itself, of Cambridge to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics before, on or after the date of this Agreement, or changes in the market price, credit rating or trading volume of Cambridge’s securities after the date of this Agreement (it being understood that the underlying facts giving rise or contributing to such failure or change may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been a Cambridge Material Adverse Effect), (g) changes in the price of natural gas, nitrogen, urea, ammonia or any other product used or sold by Cambridge or its Subsidiaries, (h) the identity of Oxford or the announcement or pendency of this Agreement and the Transactions, including any lawsuit in respect of this Agreement or the Transactions and any loss of or change in relationship with any customer, supplier, distributor, or other business partner, or departure of any employee or officer, of Cambridge and its Subsidiaries and (i) any action taken at the express written request of Oxford after the date of this Agreement, except, in the cases of clauses (a), (b), (c), (d) and (e), to the extent that Cambridge and its Subsidiaries, taken as a whole, are materially disproportionately affected thereby as compared with other participants in the industries in which Cambridge and its Subsidiaries operate (in which case the incremental disproportionate impact or impacts may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or would reasonably expected to be, a Cambridge Material Adverse Effect).

“Cambridge Transaction Agreements” means this Agreement and the Ancillary Agreements, being or to be executed and delivered by Cambridge or any of its Affiliates under this Agreement or in connection herewith.

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“Capital Stock” means, with respect to any Person, any series of common stock, preferred stock and any other equity securities or capital stock of such Person, however described and whether voting or non-voting.

“Cash Consideration” means the Firewater One Consideration and the Holdco Cash Consideration.

“Charter Documents” means, with respect to any entity at any time, in each case as amended, modified and supplemented at that time, (i) the articles and, where relevant, the memorandum of association or certificate of formation, incorporation, partnership or organization (or the equivalent organizational documents) of that entity, (ii) the bylaws, partnership agreement or limited liability company agreement or regulations (or the equivalent governing documents) of that entity, and (iii) each document setting forth the designation, amount and relative rights, limitations and preferences of any class or series of that entity’s Capital Stock or of any rights in respect of that entity’s Capital Stock.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collective Bargaining Agreement” means any collective bargaining agreement, labor agreement, union agreement, works council agreement, or similar Contract with any labor organization, union, works council, or similar employee representative body.

“Companies Act” means the UK Companies Act 2006.

“Confidentiality Agreement” means the confidentiality agreement, dated February 4, 2015, between Cambridge and Oxford.

“Conditions” means the terms and conditions of the Convertible Bonds, as set out in Schedule 1 to the Convertible Bond Trust Deed.

“Consideration” means the Base Share Consideration, the Election Consideration and the Firewater One Consideration.

“Contract” means any written or oral lease, contract, license, arrangement, option, promise, commitment, undertaking, instrument or other agreement that purports to bind a Person or its property.

“Conversion Price” means the Conversion Price (as such term is defined in the Conditions) applicable to the Convertible Bonds.

“Convertible Bond Independent Adviser” means the Independent Adviser (as such term is defined in the Conditions) appointed pursuant to the terms of Convertible Bonds to determine the adjustment required to the Conversion Price in connection with completion of the Transactions.

“Convertible Bond Premium to Parity Value” means the value as of the Closing Date of a Convertible Bond in excess of the as converted value at the applicable conversion rate as of Closing Date expressed as an amount in U.S. dollars (at the then prevailing exchange rate)

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after giving effect to the Transactions and adjustments in relation thereto under Condition 6(m) of the Convertible Bonds. For the avoidance of doubt, the Convertible Bond Closing Premium to Parity Value shall in no event be less than $0.

“Convertible Bond Share Reduction Amount” means the number of shares of Holdco Common Stock equal to:

(a)      the sum of

(i) the number of shares of Holdco Common Stock (if any) into which a Convertible Bond shall be convertible (in accordance with the Convertible Bond Trust Deed after giving effect to the Transactions and adjustments in relation thereto under Condition Section 6(m) of the Convertible Bonds); and

(ii) the number of shares of Holdco Common Stock equal to (A) the Convertible Bond Premium to Parity Value divided by (B) the closing price of Cambridge Common Stock reported on the New York Stock Exchange on the trading day immediately preceding the Closing Date;

(iii) the number of shares of Holdco Common Stock equal (A) to sum of the fair market value of other securities and property of Holdco (if any), other than Holdco Common Stock, into which a Convertible Bond shall be convertible (in accordance with the Convertible Bond Trust Deed after giving effect to the Transactions and adjustments in relation thereto under Condition Section 6(m) of the Convertible Bonds), where the “fair market value” of any security or other property, for purposes of this definition, is the fair market value, as determined in good faith by the Cambridge Board, of such security or property as of the Closing Date divided by (B) the closing price of Cambridge Common Stock reported on the New York Stock Exchange on the trading day immediately preceding the Closing Date;

multiplied by

(b)     the number of outstanding Convertible Bonds as of the Closing Date.

“Convertible Bond Trust Deed” means the trust deed dated September 25, 2013 between Oxford as issuer and BNY Mellon Corporate Trustee Services Limited as trustee, as in effect on the date hereof.

“Convertible Bonds” means the €339,000,000 3.875% Convertible Bonds due 2018 issued by Oxford in principal amounts of €100,000 each.

“Customs & International Trade Authorizations” means any and all licenses, registrations, and approvals required pursuant to the Customs & International Trade Laws for the lawful export or import of goods, software, technology, technical data, and services and international financial transactions.

“Customs & International Trade Laws” means the applicable export control, sanctions, import, customs and trade, anti-bribery, and anti-boycott Laws of any jurisdiction in which any Target Company is incorporated or does business, including the Foreign Corrupt

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Practices Act of 1977, as amended, the UK Bribery Act 2010, the Tariff Act of 1930, as amended, and other Laws, regulations, and programs administered or enforced by the U.S. Department of Commerce, U.S. International Trade Commission, U.S. Customs and Border Protection, U.S. Immigration and Customs Enforcement, and their predecessor agencies; the Export Administration Act of 1979, as amended; the Export Administration Regulations, including related restrictions with regard to transactions involving persons and entities on the U.S. Department of Commerce Denied Persons List, Unverified List or Entity List; the Arms Export Control Act, as amended; the International Traffic in Arms Regulations, including related restrictions with regard to transactions involving persons and entities on the Debarred List; the International Emergency Economic Powers Act, as amended; the Trading With the Enemy Act, as amended; the Iran Sanctions Act, as amended, the National Defense Authorization Act for Fiscal Year 2012, the National Defense Authorization Act for Fiscal Year 2013, and the embargoes and restrictions administered by OFAC; Executive Orders regarding embargoes and restrictions on transactions with designated countries and entities, including persons and entities designated on OFAC’s list of Specially Designated Nationals and Blocked Persons, and persons or entities designated on the U.S. Department of State sanctions lists; the anti-boycott Laws and regulations administered by the U.S. Department of Commerce; and the anti-boycott Laws and regulations administered by the U.S. Department of the Treasury.

“DCC” means the Dutch Civil Code.

“DGCL” means the General Corporation Law of the State of Delaware.

“DLLCA” means the Delaware Limited Liability Company Act.

“DPA” means Section 721 of the Defense Production Act of 1950, as amended, and the U.S. Department of the Treasury implementing regulations thereof, codified at 31 C.F.R. Part 800.

“Environmental Claim” means any claim, action, cause of action, suit, proceeding, order, demand or notice by any Person alleging actual or potential liability (including actual or potential liability for investigatory costs, cleanup or cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties) arising out of, based on, resulting from or relating to (a) the presence, or Release into the environment, of, or exposure to, any Materials of Environmental Concern, or (b) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law.

“Environmental Law” means any federal, state, local, foreign or international Laws regulating or protecting public or employee health and safety (including in the workplace), or regulating or protecting natural resources, wildlife, threatened or endangered species or the environment (including ambient air, surface water (including water management and runoff), groundwater, land surface or subsurface strata), regulating greenhouse gases, or regulating the distribution, labeling, registration, use, treatment, storage, disposal, recycling, removal, transport or handling of Materials of Environmental Concern, including the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.) (“CERCLA”), the Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.), the

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Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. §§ 136 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), and the Oil Pollution Act of 1990 (33 U.S.C. §§ 2701 et seq.) and the regulations promulgated pursuant thereto and any counterpart or similar local, state or foreign Laws.

“Environmental Permits” means permits, licenses, consents, certificates, approvals, authorizations, registrations, variances, exemptions, and other approvals issued pursuant to applicable Environmental Law.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means each entity (whether or not incorporated) that, together with any other Person, is or has been considered in the past six (6) years to be under common control and treated as a single employer for purposes of Section 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) of ERISA.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Family Member” means, with respect to any Person, any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such Person, or any other Person (other than a tenant or employee) sharing the household of such Person.

“Financing Sources” means the Persons (including the parties to the Commitment Letter, but excluding Oxford and its Affiliates) that have committed to provide (directly or indirectly) or otherwise entered into agreements in connection with the Financing, or alternative financings in connection with the Transactions, and any joinder agreements, indentures or credit agreements entered into pursuant thereto or relating thereto, including the agents, arrangers, lenders and other entities that have committed to provide or arrange all or part of the Financing, together with their Affiliates and Representatives involved in the Financing or any such alternative financing and their successors and assigns.

“Form S-4” means the Registration Statement on Form S-4, or other appropriate form or forms, including any pre-effective or post-effective amendments or supplements thereto, filed with the SEC by Holdco under the Securities Act in respect of the shares of Holdco Common Stock to be issued in respect of the Merger Consideration and the Distributable Consideration.

“GAAP” means generally accepted accounting principles for financial reporting in the United States.

“Governmental Approval” means, at any time, any authorization, qualification, consent, approval, permit, franchise, certificate, license, implementing order or exemption of, notice to, or registration or filing with, any Governmental Body.

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“Governmental Body” means any (a) international, supranational, national, central, state, provincial, county, municipal, local or other government or quasi-governmental body or authority, domestic or foreign, or any agency, board, branch, bureau, commission, court, tribunal, office, commission, council, department or other instrumentality or subdivision of such government or (b) any other body (including NYSE, NASDAQ, NYSE Euronext Amsterdam and any other national securities exchange or other self-regulatory body) exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, military, regulatory or taxing authority or power of any nature.

“Holdco Common Stock” means the ordinary shares of Holdco.

“Holdco Shareholder Agreement” means the shareholder agreement by and among Holdco, Oxford and the stockholders of Oxford party thereto, dated on or prior to the date of this Agreement, substantially in the form attached hereto as Exhibit C.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act, as amended.

“IFCO” means Iowa Fertilizer Company LLC, a Delaware limited liability company.

“IFRS” means International Financial Reporting Standards as adopted by the EU.

“Indebtedness” means, without duplication: (a) indebtedness for borrowed money, including any accrued but unpaid interest thereon, and including any such obligations evidenced by bonds, debentures, notes or similar obligations or any guarantee of the foregoing; (b) all capitalized lease obligations; (c) all reimbursement or similar obligations in respect of letters of credit, bank guarantees, surety bonds, security time deposits or similar obligations, other than letters of credit to the extent cash collateralized; (d) all costs arising out of overdrafts, acceptance credit or similar facilities; (e) the principal component of all obligations for deferred purchase price of property or services (excluding any trade payables for goods and services incurred in the ordinary course of business); (f) all amounts owing or due on a net basis under any interest rate, currency, swap or other hedging agreements; and (g) all guarantees of Indebtedness of third parties.

“Intellectual Property” means all of the following, whether arising under the Laws of the United States or of any other jurisdiction: (a) patents, patent applications (including patents issued thereon), utility models and statutory invention registrations, including reissues, divisions, continuations, continuations in part, extensions and reexaminations thereof (“Patents”), and all rights therein provided by international treaties or conventions; (b) Trademarks; (c) copyrights (including copyrights in computer programs, software, computer code, documentation, drawings, specifications and data), moral rights, mask work rights, in each case, whether or not registered, and registrations and applications for registration thereof, and all rights therein provided by international treaties or conventions; (d) confidential and trade secret information, including confidential information regarding inventions (whether or not patentable), processes, formulae, models, methodologies, proprietary rights, technology, improvements, know-how, technical and business information; (e) all other intellectual and industrial property

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rights, whether or not subject to statutory registration or protection; and (f) the right to sue and collect damages for any past infringement of any of the foregoing.

“Intervening Event” means, with respect to Cambridge or Oxford, as applicable, any material event, fact, circumstance, development or occurrence not relating to an Acquisition Proposal for Cambridge or Oxford, as applicable, that (a) is neither known to nor reasonably foreseeable by the Cambridge Board or the Oxford Board, as applicable, as of the date of this Agreement and (b) becomes known to or by the Cambridge Board or the Oxford Board, as applicable, prior to obtaining the Cambridge Stockholder Approval or the Oxford Stockholder Approval, as applicable.

“IP Contracts” means Contracts that primarily relate to the (a) receiving or granting or limiting of rights in or to any Intellectual Property or (b) confidentiality of any Intellectual Property.

“knowledge of Cambridge” and phrases with similar wording mean the knowledge of the Persons listed on Section 13(a) of the Cambridge Disclosure Letter after reasonable inquiry of the current employees of Cambridge and its Affiliates having primary responsibility for the subject matter of the inquiry.

“knowledge of Oxford” and phrases with similar wording mean the knowledge of the Persons listed on Section 13(a) of the Oxford Disclosure Letter after reasonable inquiry of the current employees of Oxford and its Affiliates having primary responsibility for the subject matter of the inquiry.

“Law” means any law, rule, regulation, statute, order, writ, injunction, judgment, decree, ruling, opinion, decision, determination, directive, award or settlement, whether civil, criminal or administrative, ordinance or code promulgated by any Governmental Body, including any securities law.

“Lien” means any lien (statutory or otherwise) pledge, charge or other security interest, in each case whether voluntarily incurred or arising by operation of Law; provided, however, that the foregoing shall not include licenses of or other grants of rights to use Intellectual Property.

“Marketing Period” means the first period of 15 consecutive Business Days after the date of this Agreement throughout which (i) Cambridge shall have the Required Information and (ii) the conditions set forth in Section 10.1 and Section 10.2 (other than the conditions set forth in Section 10.1(a) and Section 10.1(b)) shall have been satisfied (except for any conditions that by their nature can only be satisfied on the Closing Date, but subject to the satisfaction of such conditions or waiver by the Party entitled to waive such conditions) and nothing has occurred and no condition or state of facts exists that would cause any of the conditions set forth in Section 10.1 or Section 10.2 to fail to be satisfied assuming the Closing were to be scheduled for any time during such 15 consecutive Business Day period; provided, that if the financial statements included in the Required Information that is available to Cambridge on the first day of any such 15 consecutive Business Day period would not be sufficiently current on any day during such 15 consecutive Business Day period to permit (x) a registration statement filed by a

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first-time U.S. registrant using such financial statements to be declared effective by the SEC on the last day of the 15 consecutive Business Day period and (y) Oxford’s independent auditors to issue a customary comfort letter, including a “negative assurance” comfort letter, in accordance with such independent auditors’ normal practices and procedures, on the last day of the 15 consecutive Business Day period (any documents complying with the requirements of clauses (x) and (y), mutatis mutandis, “Compliant Documents”), then a new 15 consecutive Business Day period shall commence upon Cambridge receiving updated Required Information that would qualify as a Compliant Document; provided, further, that the Marketing Period shall be deemed not to have commenced if, prior to the completion of such 15 consecutive Business Day period (1) Oxford’s independent auditors shall have withdrawn such independent auditors’ audit opinion with respect to any of the financial statements contained in the Required Information, in which case the Marketing Period shall not be deemed to commence unless and until a new unqualified audit opinion is issued with respect the applicable Required Information by Oxford’s independent auditors, another “big four” accounting firm or another independent public accounting firm reasonably acceptable to Cambridge or (2) the Oxford Board or a committee thereof, Oxford’s chief financial officer or any other executive officer of Oxford concludes that any previously issued financial statements included or intended to be used in the Required Information should no longer be relied upon, in which case the Marketing Period shall be deemed not to commence unless and until Oxford has determined that such financial statements may be relied upon and notified Cambridge of such determination or (3) Oxford or any of the Target Companies shall have publicly announced any intention to restate any material financial information included or intended to be used in the Required Information or that any such restatement is under consideration or may be a possibility, in which case the Marketing Period shall be deemed not to commence unless and until such restatement has been completed and reflected in the Required Information and in Oxford’s and any such Target Company’s filings with applicable regulatory authorities or Oxford has determined and publicly announced that no such restatement is required; provided, further, that such 15 consecutive Business Day period (i) shall not include November 26, 2015, November 27, 2015, November 24, 2016 or November 25, 2016 and (ii) shall (x) end prior to December 21, 2015 or commence on or after January 4, 2016, (y) end prior to August 15, 2016 or commence on or after September 6, 2016 and (z) end prior to December 19, 2016 or commence on or after January 3, 2017, which for purposes of such 15 consecutive Business Day period shall not constitute Business Days. Notwithstanding the foregoing, the Marketing Period shall end on any earlier date that is the date on which the proceeds of the Financing or any alternative financing are obtained and are sufficient to consummate the transactions contemplated by this Agreement.

“Materials of Environmental Concern” means any chemicals, materials, greenhouse gases, substances, pollutants or contaminants in any form, whether solid, liquid, gaseous, semisolid, or any combination thereof, whether waste materials, raw materials, chemicals, finished products, by-products, or any other materials or articles, which are regulated under Environmental Laws, or which are listed, defined or otherwise designated as hazardous, toxic, dangerous, infectious or radioactive under Environmental Laws, or exposure to which is prohibited or regulated by any applicable Environmental Law, including explosive substances, asbestos or asbestos-containing material, polychlorinated biphenyls, and any petroleum, petroleum hydrocarbons, crude oil petroleum derivatives, petroleum products, or by-products of petroleum refining.

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“MLP” means OCI Partners LP.

“Natgasoline” Natgasoline LLC, a Delaware limited liability company.

“Natgasoline Construction Contracts” means (i) that certain Engineering, Procurement and Construction Contract, dated as of April 15, 2015, by and between Natgasoline, as owner, and Orascom E&C USA Inc., as contractor, including any amendments, supplements, change orders or other modifications thereto (in each case made in accordance with the terms hereof), (ii) that certain Basic Engineering Agreement, dated as of February 13, 2014, by and between Natgasoline, as owner, and Air Liquide Process & Construction, Inc., as contractor, including any amendments, supplements, change orders or other modifications thereto (in each case made in accordance with the terms hereof), (iii) that certain License Agreement, dated February 13, 2014, by and between Natgasoline, as licensee, and Air Liquide Process & Construction, Inc., as licensor, including any amendments, supplements, change orders or other modifications thereto (in each case made in accordance with the terms hereof), and (iv) any other engineering, procurement or construction contract or license agreement related to the Natgasoline Project, in each case, including any amendments, supplements, change orders or other modifications thereto.

“Net Indebtedness” means the Indebtedness of the Target Companies (other than any Indebtedness owed to any of the Oxford Companies after giving effect to the Restructuring) less the Target Companies Cash.

“Net Intercompany Payable” means, as of immediately prior to the Closing, the net amount owed by the Target Companies to the Oxford Companies after giving effect to the Restructuring. In the event the net amount owed by the Target Companies to the Oxford Companies after giving effect to the Restructuring is less than zero, the Net Intercompany Payable shall be deemed to be zero.

“Non-Distributable Consideration” means the Consideration other than the Distributable Consideration.

“Notary” means a civil law notary holding offices at Allen & Overy LLP (Amsterdam office) or that notary’s substitute.

“NYSE” means the New York Stock Exchange.

“Oxford Articles of Association” means the articles of association of Oxford.

“Oxford Benefit Plans” means the Benefit Plans of the Oxford Companies and the Target Companies.

“Oxford Board” means the board of directors of Oxford (or an equivalent governing body of Oxford).

“Oxford Chem 2” means OCI Chem 2, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) that is indirectly wholly owned by Oxford.

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“Oxford Companies” means Oxford and the direct and indirect Subsidiaries of Oxford that are not Target Companies at any given time.

“Oxford Confidential Information” means (a) all information and data that any Oxford Company maintains as confidential relating to the business of the Oxford Companies (which shall not include the Business), including customer and supplier lists, pricing information, marketing plans, market studies and all other information or data and (b) all Information (as defined in the Confidentiality Agreement), other than Target Confidential Information, furnished by or on behalf of Oxford to Cambridge or its Representatives that Cambridge is required as of immediately prior to the Closing to keep confidential pursuant to the Confidentiality Agreement; provided that Oxford Confidential Information shall not include any information or data that (i) is or becomes available to the public after the Closing other than as a result of a disclosure in violation of Section 7.9(f) or (B) becomes available to Holdco or its Representatives after the Closing from a source other any Oxford Company or their Representatives if the source of such information is not known by Holdco or its applicable Representative to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, any Oxford Company with respect to such information.

“Oxford Indemnified Party” means Oxford and its controlled Affiliates and each of their Representatives in their capacities as such.

“Oxford Intellectual Property Rights” means all Intellectual Property owned by the Target Companies, including any such Intellectual Property licensed pursuant to any Target Company IP Contract.

“Oxford Material Adverse Effect” means any change, development, event, occurrence, effect or state of facts that, individually or in the aggregate with all such other changes, developments, events, occurrences, effects or states of facts has, or is reasonably expected to have, a material adverse effect on the business, financial condition or results of operations of (a) the Business or (b) the Target Companies, taken as a whole; provided, that none of the following shall be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been an Oxford Material Adverse Effect: any change, development, event, occurrence, effect or state of facts arising out of or resulting from (i) capital market conditions generally or general economic conditions, including with respect to interest rates or currency exchange rates, (ii) geopolitical conditions or any outbreak or escalation of hostilities, acts of war or terrorism occurring after the date of this Agreement, (iii) any hurricane, tornado, flood, earthquake or other natural or man-made disaster occurring after the date of this Agreement, (iv) any change in applicable Law GAAP or IFRS (or authoritative interpretation thereof) which is proposed, approved or enacted on or after the date of this Agreement, (v) general conditions in the industries in which the Business or the Target Companies, as applicable, operate, (vi) the failure, in and of itself, of the Business or the Target Companies, as applicable, to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics before, on or after the date of this Agreement, or changes in the market price, credit rating or trading volume of MLP or Oxford’s securities after the date of this Agreement (it being understood that the underlying facts giving rise or contributing to such failure or change may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been an

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Oxford Material Adverse Effect), (vii) changes in the price of natural gas, nitrogen, urea, ammonia or any other product used or sold by the Business or the Target Companies, as applicable, (viii) the identity of Cambridge or the announcement or pendency of this Agreement and the Transactions, including any lawsuit in respect of this Agreement or the Transactions and any loss of or change in relationship with any customer, supplier, distributor, or other business partner, or departure of any employee or officer, of the Business or the Target Companies, as applicable and (ix) any action taken at the express written request of Cambridge after the date of this Agreement, except, in the cases of clauses (i), (ii), (iii), (iv) and (v), to the extent that the Business or the Target Companies, as applicable, taken as a whole, are materially disproportionately affected thereby as compared with other participants in the industries in which the Business or the Target Companies, as applicable, operate (in which case the incremental disproportionate impact or impacts may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or would reasonably expected to be, an Oxford Material Adverse Effect).

“Oxford Nitrogen” means OCI Nitrogen B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)

“Oxford Registration Rights Agreement” means the registration rights agreement by and between Holdco and Oxford, substantially in the form attached hereto as Exhibit D.

“Oxford Transaction Agreements” means this Agreement and the Ancillary Agreements, being or to be executed and delivered by Oxford or any of their Affiliates under this Agreement or in connection herewith.

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act) Act of 2001, as amended.

“Permitted Liens” means (a) liens for Taxes and other governmental charges and assessments which (i) are not yet due and payable or (ii) are being contested in good faith by appropriate proceedings diligently conducted, and, in the case of this clause (ii), for which appropriate reserves have been provided in accordance with GAAP or IFRS, as applicable, (b) liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like liens imposed by applicable Laws arising in the ordinary course of business and consistent with past practice for sums not yet due and payable or which are being contested in good faith by appropriate proceedings that, in the aggregate as to the liens in this subjection (b), do not exceed $5 million, (c) with respect to any real property, Liens (but excluding (i) any monetary lien or other lien securing Indebtedness and (ii) any Lien imposed or promulgated by Laws, which are governed under clauses (a), (b) and (e)) which do not, individually or in the aggregate, materially impair the continued use of such property as currently conducted or as reasonably contemplated to be conducted and/or the operation of the Business; (d) with respect to any real property leased or otherwise used by a Target Company pursuant to any lease or other occupancy agreement, all title exceptions, defects, easements, restrictions and other matters encumbering the landlord’s (or, as applicable, any other owner’s) interest in such real property and to which such lease or other use is subordinate, whether or not of record, (e) with respect to any real property, Liens imposed or promulgated by Laws with respect to such real property and improvements,

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excluding Liens described in clauses (a) and (b), but including zoning regulations, building codes and other land use regulations or environmental regulations, ordinances or legal requirements imposed by any Governmental Body (excluding Liens imposed by applicable Environmental Laws related to investigation or remediation of contaminated real property) to the extent not violated in any material respect by the current use of such real property; (f) Liens that would be revealed by current title reports or surveys which do not, individually or in the aggregate, materially impair the continued use of such property as currently conducted or as reasonably contemplated to be conducted and/or the operation of the Business; (g) Liens arising in the ordinary course of business under workmen’s compensation, unemployment insurance, social security, retirement laws and other similar Laws, (h) Liens and other obligations arising under the credit facilities of any Target Company, Revolving Credit Agreement or the Series 2013 Bonds, (i) Liens set forth in Section 13(b) of the Oxford Disclosure Letter; (j) Liens to be released on or before the Closing Date; (k) any Liens arising pursuant to the Cambridge Transaction Agreements; (l) any Liens arising as a result of the actions of the Cambridge, Holdco, MergerCo or any of their respective Representatives; (m) the rights of any third party to minerals attaching to any of the Oxford Real Property, provided that, if exercised, would not materially impair the development, construction, operation, use or management of the Iowa Fertilizer Plan, the Beaumont Complex or the Natgasoline Complex; and (n) any other Liens that will be released on or prior to the Closing Date.

“Person” means any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, government or agency or subdivision thereof or any other entity.

“Post-Closing Tax Period” means any taxable year or period (or portion thereof) that begins after the Closing Date.

“Pre-Closing Tax Period” means any taxable year or period (or portion thereof) that ends on or before the Closing Date.

“Registration Rights Agreements” means the Oxford Registration Rights Agreement and the Stockholder Registration Rights Agreement.

“Related Person” means (a) any Affiliate of Oxford other than the Target Companies, (b) any officer or director (or person performing equivalent functions) of Oxford or any Affiliate of Oxford, (c) any ultimate beneficial owner of ten percent (10%) or more of the Capital Stock of Oxford and any officer or director (or person performing equivalent functions) of such beneficial owner and (d) any Family Member of any natural person referenced in clause (a) or (b).

“Release” means any spill, emission, leak, pumping, pouring, emptying, escaping, dumping, injection, disposal, discharge, dispersal, leaching or migration into or through the indoor or outdoor environment, including any abandonment of containers containing Materials of Environmental Concern.

“Representative” means, in relation to any Person, any director (or Person serving in a similar capacity), officer, employee, consultant, advisor, agent or other representative

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(including any legal counsel, accountant, investment banker and financial advisor) of that Person or any Subsidiary of that Person.

“Restrictive Covenant” means any restrictive covenant obligation, including any non-compete, non-solicit, non-interference, non-disparagement or confidentiality obligation.

“Retained Shares” means the Share Consideration that is not Distributable Consideration.

“Revolving Credit Agreement” means that certain Facility Agreement, dated July 30, 2014, for Oxford, arranged by Bank of America Merrill Lynch International Limited, Barclays Bank plc, Coöperative Centrale Raiffeisen-Boerenleenbank B.A. Trading As Rabobank International, Crédit Agricole Corporate and Investment Bank and HSBC Bank Middle East Limited as Bookrunning Mandated Lead Arrangers, ING Bank NV as Mandated Lead Arranger and Bank of America Merrill Lynch International Limited as Facility Agent, as amended.

“Sanctioned Country” means, at any time, a country or territory which is itself the subject or target of comprehensive Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

“Sanctioned Person” means any Person that is the target of Sanctions, including, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union, or any European Union member state, (b) any Person located, organized or resident in a Sanctioned Country, or (c) any Person 50% or more owned or otherwise controlled by any such Person or Persons.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government through the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State, the United Nations Security Council, the European Union or any European Union member state, Her Majesty’s Treasury of the United Kingdom or Switzerland.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Series 2013 Bonds” means the Iowa Finance Authority Midwestern Disaster Area Revenue Bonds (OCI Fertilizer Company Project), Series 2013.

“Share Consideration” shall mean the Base Share Consideration and any Additional Share Consideration.

“Stockholder Registration Rights Agreement” means the registration rights agreement by and among Holdco and the stockholders of Oxford party thereto, substantially in the form attached hereto as Exhibit E.

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“Straddle Period” means any Tax period that includes, but does not end on, the Closing Date.

“Subsidiary” means, with respect to any Person, any entity, whether incorporated or unincorporated, of which at least a majority of the securities or ownership interests having by their terms voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its respective Subsidiaries and, in the case of (a) Oxford; (b) the Purchased Companies; and (c) any Target Company, the Target Joint Ventures.

“Superior Proposal” means, with respect to Cambridge or Oxford, as applicable, a bona fide, unsolicited written Acquisition Proposal for Cambridge or Oxford, as applicable, (a) that if consummated would result in a third party (or in the case of a direct merger between such third party and Cambridge or Oxford, as applicable, the stockholders of such third party) acquiring, directly or indirectly, more than fifty percent (50%) of the outstanding Capital Stock of Cambridge or Oxford, as applicable, or more than fifty percent (50%) of the assets of Cambridge or Oxford, as applicable, and its Subsidiaries, taken as a whole, and (b) that the Cambridge Board or Oxford Board, as applicable, determines in good faith, after consultation with its financial advisor and outside legal counsel, taking into account all financial, legal, regulatory and other aspects of such proposal, including all conditions contained therein and the person making such Acquisition Proposal, is reasonably likely to be completed on the terms proposed (taking into account any changes to this Agreement proposed by the other Party in response to such Acquisition Proposal), is more favorable to the stockholders of Cambridge or Oxford, as applicable, from a financial point of view than the Merger and the other Transactions.

“Target Benefit Plans” means each Benefit Plan of a Target Company.

“Target Companies Cash” means all cash and cash equivalents of the Target Companies, regardless of currency (with foreign currency translated to U.S. dollars at the then-current exchange rates); provided, however, that Target Companies Cash shall exclude (a) any cash or cash equivalents in the IFCo debt service reserve account, and (b) any cash or cash equivalents to the extent collateralizing letters of credit and cash subject to similar restrictions.

“Target Company Excess Net Debt” means the amount by the Net Indebtedness of the Target Companies exceeds one billion nine hundred fifty million dollars $1,950,000,000, if any, as of immediately prior to the Closing.

“Target Company Subsidiaries” means the Subsidiaries of the Purchased Companies set forth on Section 13(c) of the Oxford Disclosure Letter.

“Target Confidential Information” means all information and data that any Target Company maintains as confidential relating to the Business, including customer and supplier lists, pricing information, marketing plans, market studies; provided that Target Confidential Information shall not include any information or data that (a) is or becomes available to the public after the Closing other than as a result of a disclosure in violation of Section 7.9(e) or (B) becomes available to any Oxford Company or its Representatives after the Closing from a source other than Holdco, any of its Subsidiaries (including the Target Companies) or its or their

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respective Representatives if the source of such information is not known by such Oxford Company or its applicable Representative to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Holdco or any of its Subsidiaries (including the Target Companies) with respect to such information.

“Target Joint Ventures” means those joint ventures listed on Section 13(d) of the Oxford Disclosure Letter.

“Tax” or “Taxes” means any federal, state, local, non-U.S. or other tax (including all taxes measured by or referred to as income, excise, gross receipts, premium, ad valorem, sales, use, employment, franchise, profits, gains, real property, personal property, transfer, payroll, stamp, license, severance, documentary, occupation, escheat, windfall profits, guarantee fund assessment or retaliatory tax, business, environmental (including taxes under Section 59A of the Code), climate change, customs duties, Capital Stock, withholding, social security (or similar), unemployment, disability, registration, value added, alternative or add-on minimum, estimated or other tax), or similar levy, assessment, tariff or duty (including any customs duty) (whether payable directly or by withholding) imposed by any Governmental Body, together with any interest, fines and penalties thereon or additional amounts with respect thereto. For purposes of this Agreement, “Tax” or “Taxes” also includes any obligations under any agreements or arrangements with any Person with respect to the liability for, or sharing of, taxes (including pursuant to Treasury Regulation Section 1.1502-6 or comparable provisions of state, local or non-U.S. tax Laws) and including any liability for taxes as a transferee or successor, by contract or otherwise.

“Tax Authority” means the Internal Revenue Service and any other national, regional, state, municipal, non-U.S. or other governmental or regulatory authority or administrative body responsible for the administration of any Taxes.

“Tax Benefit” means, with respect to any Losses, the net reduction in cash Taxes actually payable by the Indemnified Party that is attributable to any deduction, loss, credit or other item which decreases Taxes resulting from such Losses (treating such Tax item as the last item used in calculating such net reduction in cash Taxes), taking into account the receipt of the related indemnity payment.

“Tax Return” means all federal, state, local and non-U.S. tax returns, declarations, statements, reports, schedules, forms and information returns or other documents and any amendments thereto required to be filed with a Tax Authority.

“Trademarks” means trademarks, service marks, trade names, service names, trade dress, logos and other identifiers of source, including all goodwill associated therewith, and any and all common law rights, registrations and applications for registration thereof, all rights therein provided by international treaties or conventions and all renewals of any of the foregoing and Internet domain names.

“Transactions” means the Merger, the Contribution, the Restructuring, the Distribution, the Stock Sale and the other transactions contemplated by this Agreement or the Ancillary Agreements.

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“Transfer Taxes” means all sales (including bulk sales), use, transfer, value-added, recording, ad valorem, privilege, documentary, gains, gross receipts, registration, conveyance, excise, license, stamp, duties or similar Taxes and fees.

“Wever Construction Contracts” means the Wever EPC Contract, and any other engineering, procurement or construction contract or license agreement related to the Wever Project, in each case, including any amendments, supplements, change orders or other modifications thereto.

“Wever Contractor” means Orascom E&C USA Inc.

“Wever EPC Contract” means that certain Engineering, Procurement and Construction Contract, dated as of April 26, 2013, by and between IFCO, as owner, and the Wever Contractor, as contractor, including any amendments, supplements, change orders or other modifications thereto (in each case made in accordance with the terms thereof).

The terms listed below are defined in the sections set forth opposite such defined term.

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