Exhibit 10.1

EXECUTION COPY

ASSET  AND  SHARE  PURCHASE  AGREEMENT

BY AND BETWEEN

CECA S.A.,

ARKEMA S.R.L.,

ARKEMA SHANGHAI DISTRIBUTION CO LTD,

AND

ARKEMA FRANCE

on the one hand,

AND

CHEMVIRON FRANCE SAS,

AND

CALGON CARBON CORPORATION,

on the other hand,

Dated:  July 25, 2016

TABLE OF CONTENTS

Annexes:

ASSET AND SHARE PURCHASE AGREEMENT

THIS ASSET AND SHARE PURCHASE AGREEMENT, dated July 25, 2016 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”), is by and between:

(i)             CECA S.A., a French société anonyme with its registered offices at 89, boulevard national, 92250 La Garenne Colombes, registered with the registry of commerce under number 775 728 025 R.C.S. Nanterre (“CECA”);

(ii)            Arkema S.r.l, an Italian limited liability company, with its registered offices at via Pregnana no. 63, 20017 Rho, Milan, registered with the companies’ register of Milan under number 10676490153 (“Arkema”), Arkema and CECA acting jointly and severally (conjointement et solidairement) for all purposes hereof and being jointly and severally liable (conjointement et solidairement responsable) for the obligations of Arkema Shanghai;

(iii)           Arkema Shanghai Distribution Co Ltd, a company incorporated under the laws of the People’s Republic of China, with its registered offices at Suite D, No.28 Workshop, No.500, Fute E 2nd Rd, Waigaoqiao Free Shanghai - 200131, China (“Arkema Shanghai” and, together with CECA and Arkema, the “Sellers” and each of them a “Seller”);

(iv)          ARKEMA FRANCE, a company (société anonyme) organized under the laws of France having its registered office at 420 rue d’Estienne d’Orves, 92700 Colombes, France and registered with the Registry of Commerce and Companies of Nanterre under number 319 632 790 (the “Sellers’ Guarantor”);

on the one hand,

AND

(v)           CHEMVIRON FRANCE SAS, a company (société par actions simplifiée) organized under the laws of France having its registered office at 58, avenue de Wagram, 75017 Paris France and registered with the Registry of Commerce and Companies of Paris under number 821 453 313 (the “Purchaser”);

(vi)          Calgon Carbon Corporation, a Delaware corporation with its registered offices at 3000 GSK Drive, Moon Township, PA  15108, USA (the “Purchaser’s Guarantor”);

on the other hand.

The Sellers, the Purchaser, the Sellers’ Guarantor and the Purchaser’s Guarantor are sometimes individually referred to as a “Party” and collectively as the “Parties”.

RECITALS:

WHEREAS:

(A)             CECA and Arkema are the registered owners of all the quotas (the “Transferred Shares”) issued by CECA ITALIANA S.r.l., an Italian limited liability company, with its registered offices at via Pregnana no. 63, 20017 Rho, Milan, registered with the companies’ register of Milan under number 01814810923, (the “Company”), as shown in Annex 4.1(a). The Company is engaged in the

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business of developing, manufacturing, regenerating and selling activated carbon and filter aids (diatomaceous earth and perlite products).

(B)             CECA is engaged, among other activities, in the business of developing, manufacturing and selling activated carbon, filter aids (diatomaceous earth and perlite products) and cryogenic insulation products and services (the “Business”).

(C)             The Parties acknowledge that the obligation to inform and consult the group European works council (comité de groupe européen) of Arkema S.A., the central works council (comité central d’entreprise) of CECA, the relevant works committees (comités d’établissement) of CECA and the relevant health, safety and working conditions committees (comités d’hygiène, de sécurité et des conditions de travail) of CECA in connection with the transfer of the Transferred Assets and the Transferred Liabilities, consistently with the provisions of articles L. 2341-1 and seq, L. 2323-34 and L. 4612-8 of the French Labor Code, has been complied with and that such works councils and committees have been provided with all the information necessary or appropriate in the context of such consultation.

(D)             The Purchaser desires to purchase and assume, and the Sellers desire to sell and transfer, the Transferred Shares, the Transferred Assets and the Transferred Liabilities, for the purchase price and upon the conditions hereinafter set forth.

NOW, THEREFORE, the Parties hereto do hereby agree as follows:

ARTICLE I
INTERPRETATION

1.1       Certain Definitions.  In addition to such terms as are defined elsewhere in this Agreement, wherever used in this Agreement (including the Recitals):

“Accounting Principles” shall mean the accounting principles and methods as described in the notes to the audited financial statements of CECA and the Company for the fiscal year ended on December 31, 2015 and as consistently applied in accordance with respectively, the French GAAP and the Italian GAAP;

“Accounting Transition Services Agreement” shall mean the accounting transition services agreement substantially in the form attached as Annex A;

“Activated Carbon Business” shall mean the development, the manufacturing in CECA’s Parentis site and the commercialization of activated carbon as a purification and filtering agent, as presently conducted by CECA;

“Affiliate” when used with reference to a specified Person, shall mean any Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the specified Person; for such purposes, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise;

“Ancillary Agreements” shall mean (i) the Transition Services Agreements, (ii) the Local Sale Agreements, (iii) the Short-Term Lease and (iv) the Secondment Agreement;

“Anticipated Transferred Employees” shall mean, collectively, (i) the employees of CECA whose employment contracts are intended to be transferred to the Purchaser by operation of law at the Closing Date as a consequence of the transactions contemplated hereby, (ii) the employees

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of the Company and (iii) the employees of the Sellers and their Affiliates holding the position listed in Annex 6.8(b), who are intended to accept in writing the offer from the Purchaser (or the Company) on or prior to the Closing Date (the “Anticipated Voluntary Transferred Employees”);

“Articles of Association” shall mean the articles of association of the Company as in effect from time to time;

“Business Contracts” shall mean all Contracts to which CECA is a party and primarily related to the Business, as such contracts are identified on Annex B, as the same shall exist as of the Closing Date;

“Business Day” shall mean a day, other than a Saturday or Sunday, on which commercial banking institutions are open for ordinary banking business in Pittsburgh, United States of America, in Paris, France, and in Milan, Italy;

“Business Equipment” shall mean all machinery, fixtures, industrial and other equipment and other items of tangible personal property, used or held for use by CECA primarily or exclusively in the operation or conduct of the Business at the locations at which the Business is currently conducted, as the same shall exist as of the Closing Date (other than any equipment and other items of tangible personal property that are physically located at CECA’s headquarters in La Garenne Colombes);

“Business Intellectual Property” shall mean all (i) registered Intellectual Property Rights that are owned by CECA primarily or exclusively in connection with the Business as the same shall exist as of the Closing Date, as such registered Intellectual Property Rights are listed in Schedule 4.11(a) to the Disclosure Letter, but excluding, for the avoidance of doubt, any right to the Intellectual Property listed in Annex C and (ii) all Know-How and other Intellectual Property Rights not subject to registration that are owned by CECA primarily or exclusively in connection with the Business as the same shall exist as of the Closing Date;

“Business Inventory” shall mean all Inventory purchased or acquired primarily or exclusively for use in connection with the operation and conduct of the Business and owned by CECA or Arkema Shanghai as of the Closing Reference Date;

“Business Owned Real Property” shall mean the real property, including all volumes, buildings, easements, improvements and fixtures and all appurtenances thereto owned by CECA with respect to the Business and identified on Schedule 4.10(a)(i) to the Disclosure Letter;

“Business Records” shall mean, subject to applicable limitations necessary for compliance with applicable privacy Laws, originals or, to the extent CECA is required to keep originals pursuant to applicable Laws, copies of all books (including process books), records, reports, correspondence in any form, films, microfilms, files, electronically stored data and documentation in the possession or under control of CECA, used or held for use primarily or exclusively with respect to the Business or the Transferred Assets, as the same shall exist as of the Closing Date;

“Cash” shall mean the aggregate of those items comprising the cash and cash equivalents of the Company, as specifically identified in Annex D;

“Cash Pooling Agreement” shall mean that certain cash pooling agreement dated July 23, 2003 as amended on July 17, 2015, entered into by, among others, the Company and Arkema;

“Cash Pooling Receivable” shall mean any outstanding and unpaid amount owed (in principal and interest) by the Company to Arkema under or pursuant to the Cash Pooling Agreement or any other intragroup financing arrangement with any member of Sellers’ Group;

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“Closing Business Employee Loan Receivables” shall mean any outstanding and unpaid amount owed (in principal and interest) by certain CECA Transferred Employees to CECA under the Business Employee Loans as of the Closing Reference Date. A description of Business Employee Loans and the aggregate amount which is still outstanding thereunder as at January 31, 2016 are set forth in Annex E;

“Closing Business Inventory” shall mean the value of the Business Inventory on the Closing Reference Date;

“Closing Business Long Term Provision” shall mean the amount of the provisions as at the Closing Reference Date related to (i) the remediation obligations in respect of the Riom quarries (carrières) operated by CECA in connection with the conduct of the Business, (ii) Business employee retirement benefits as calculated by CECA’s actuarial firm, AMPW & Associés, (iii) Business employee jubilee benefits as calculated by CECA’s actuarial firm, AMPW & Associés, and (iv) the opting by certain CECA Transferred Employees to benefit from the work exemption agreement (“accord de dispense d’activité pour les employés postés”) entered into at the level of CECA, in each case as set out in the Purchase Price calculation example set forth in Annex D;

“Closing Company Long Term Provision” shall mean the amount of the provisions as at the Closing Reference Date related to (i) the remediation obligations in respect of the Morgongiori quarry (Sardinia) which was previously operated by the Company, (ii) the risks related to the Tanca Litigation, and (iii) the Company’s employee retirement benefits or TFR (“Trattamento Di Fine Rapporto”), in each case as set out in Annex D;

“Closing Company Working Capital” shall mean the Company Working Capital as at the Closing Reference Date;

“Closing Employee Short Term Liabilities” shall mean any and all amounts to be paid to, and social charges and Taxes due in connection with, the CECA Transferred Employees accrued as at the Closing Reference Date, in relation with the following matters: accrued paid holidays, 13th month salary, reimbursement of costs and expenses, social contributions and other payroll Taxes and variable elements of wages (e.g., bonuses), as set out in the Purchase Price calculation example set forth in Annex D;

“Closing Net Cash” shall mean the excess of the Cash over the Financial Indebtedness as at the Closing Reference Date if any;

“Closing Net Financial Indebtedness” shall mean the excess of the Financial Indebtedness over the Cash as at the Closing Reference Date if any;

“Closing Reference Date” shall mean the later of (i) October 31, 2016 and (ii) the last day of the calendar month in which the last condition set forth in Section 3.1(b) shall be satisfied or waived, or in the event that such condition shall be satisfied or waived less than five (5) Business Days prior to such last day, on the last day of the following calendar month, provided that the condition set forth in Section 3.1(a) is satisfied or waived, or otherwise, the last day of the calendar month in which such condition is satisfied;

“Collective Bargaining Agreements” shall mean all collective bargaining agreements (conventions et accords collectifs) in effect and applicable to the Transferred Employees including but not limited to the national collective bargaining agreement for the Chemical Industries, company-wide collective bargaining agreements and express unilateral decision of the Company and CECA;

“Company Working Capital” shall have the meaning assigned to such term on Annex D;

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“Confidentiality Agreement” shall mean that certain non disclosure agreement, dated September 7, 2015 entered into by Carbon Calgon Corporation and Arkema France;

“Consultants” shall mean, collectively, the self-employed persons (“lavoratori autonomi”), project workers (“lavoratori a progetto”), interim workers, manpower workers (“somministrati”), consultants and agents of the Company or CECA (in respect of the Business);

“Contract” shall mean any written contract, agreement, obligation, promise, commitment or other undertaking, including, all unfulfilled purchase and sales orders;

“Damages” shall mean any damages, losses and reasonable out of pocket costs and expenses (including penalties, interest and reasonable attorney’s fees, but excluding any damages or losses which are contingent, indirect, consequential or punitive, any loss of future revenues, income or profits or any loss of opportunity);

“Data Room Documentation” shall mean all documents, material and information of any nature whatsoever disclosed to the Purchaser, its advisors, representatives or employees in (i) the “Raiponce” electronic data room maintained by Merrill Corporation and made available to the Purchaser and its advisers from November 5, 2015 through April 4, 2016 (a list of the documents made available in such data room is attached as Annex F), and (ii) the answers provided by or on behalf of any of the Sellers or the Company, their advisors, representatives or employees in the context of such data room or during site visits or Q&A sessions, of which (x) one electronic copy has been provided to the Purchaser and (y) one electronic copy has been retained by the Sellers’ Agent;

“Deutz Litigation” shall mean, collectively, (x) the claims raised by (i) Boetto dated May 7, 2015, in respect of damages suffered by cave du Languedoc, (ii) Arca Frin dated May 12, 2015, in respect of damages suffered by Cidrerie Bréavoine, (iii) Spindal dated April 17, 2015, in respect of damages suffered by Cave de Bourgogne, (iv) Spindal dated June 2, 2015, in respect of damages suffered by Champagnes Deutz, and (v) Debize dated November 23, 2015 in respect of damages suffered by ADV Les Frébouches, in each case related to bad odors or taste of wine (including champagne) and/or cider after filtration using certain Business’ Products or use of certain Business’ Products before filtration as well as (y) any similar claims raised by other clients of CECA as a result of the use of Business’ Products originating from the same batches of Business’ Products as those which are the subject of the foregoing existing claims;

“Diatomaceous Business” shall mean the development, the manufacturing in the CECA’s Saint-Bauzile and Riom sites and the commercialization of diatomaceous earth as filter aid and fillers, as presently conducted by CECA;

“Disclosed Information” shall mean, collectively, the Vendor Due Diligence Report and the Data Room Documentation;

“Disclosure Letter” shall mean the Disclosure Letter delivered separately to the Purchaser on the date hereof by the Sellers in relation to and qualifying the representations and warranties of the Sellers set forth in Article IV;

“Di Tuccio Litigation” shall mean the litigation in front of the Tribunal of Foggia in connection with a claim brought against the Company by the heirs of Mr. Di Tuccio on the basis that Mr. Di Tuccio suffered from an occupational illness as a result of his exposure to asbestos powders used or present at the Company’s Foggia plant (in respect of which a decision was rendered by the Tribunal of Foggia on February 26, 2016);

“Eligible Accounting Firm” shall mean an independent accounting firm of recognized international standing and active in France and in Italy;

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“Emergency Measures” shall mean any reasonable emergency measures that are required to be taken immediately under applicable Environmental Law and in accordance with Remediation Standards in order to respond to an unacceptable immediate risk to human health or to the Environment, provided and to the extent that (i) the existence of such unacceptable immediate risk to human health or to the Environment and (ii) the reasonable emergency measures required to be taken immediately to respond thereto under applicable Environmental Law and in accordance with Remediation Standards shall have been determined (whether before or after such measures have been undertaken) by:

(x) a written order of any Governmental Authority responsible for environmental matters the execution of which has not been suspended by a Judgment; or

(y) a written and detailed report of a bureau d’études selected by the Purchaser among those listed in Annex G (the “Purchaser Environmental Expert”), which shall have been confirmed by a bureau d’études selected by the Sellers’ Agent among those listed in Annex G (the “Sellers Environmental Expert”) in a written report to be delivered to the Purchaser within sixty (60) days from the receipt of the Purchaser Environmental Expert’s report by the Sellers’ Agent, it being specified that:

(A) the Purchaser shall procure that the Sellers’ Agent and the Sellers Environmental Expert are granted such access to the relevant facilities of the Purchaser or the Company (including the right to conduct additional investigations) and the studies and other information used in connection with the preparation of the Purchaser Environmental Expert’s report as may be reasonably required by the Sellers Environmental Expert in order to assess the determination made therein;

(B) in the event that the Sellers Environmental Expert shall have failed to object to the determination made by the Purchaser Environmental Expert within the 60-day period referred to above, such determination shall be deemed confirmed by the Sellers Environmental Expert; and

(C) for the avoidance of doubt, in case of disagreement between the Purchaser Environmental Expert and the Sellers Environmental Expert, the measures taken, if any, shall not be deemed Emergency Measures for the purpose hereof;

“Employee Plans” shall mean all collective agreement, policy, plan or arrangement applicable to the Transferred Employees providing for advantages and benefits such as insurance coverage, medical or health benefits, disability benefits, vacation benefits, pension or retirement benefits, deferred compensation, profit-sharing, company savings, bonuses, stock purchase rights or options or other forms of supplemental, complementary or incentive compensation, employee benefits including benefits in kind, and other employee plans, whether pre- or post-retirement plans, anticipated exemption from work until retirement (cessation anticipée d’activité) plans, which contain collective terms and conditions beyond compulsory obligations of French law or the Collective Bargaining Agreements;

“Encumbrance” shall mean any pledge of real or personal property, lien, right of retention, restrictions (including, in the case of real property, rights of way, use restrictions, and other reservations or limitations of any nature), charge, ownership right, or other security or similar third party right (excluding, for the avoidance of doubt: (i) any restrictions or limitations on transfer of any securities set forth in the Articles of Association, and (ii) any pledge, lien, right, charge or other security created or granted by the Purchaser or any of its Affiliates);

“Entity” shall mean any company, partnership (limited or general), joint venture, trust, association, economic interest group or other organization, enterprise or entity;

“Environment” shall mean air (ambient air, and indoor air and soil gas), water (surface water, groundwater and water within any natural or man-made structures), land surface and subsurface strata, soil, any living organisms and ecological systems supported by those media, and natural resources;

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“Environmental Law” shall mean any Laws, including, for the sake of clarity, any environmental permits (arrêtés d’autorisation or arrêtés complémentaires), regulating pollution, waste or protection of the Environment including health and safety matters, as such Law is applicable, with an effective compliance date prior to the Closing Date, to the facilities operated by CECA (in respect of the Business) or the Company;

“Environmental Liabilities” shall mean any Liabilities arising out of, relating to or resulting from any Environmental Law, whether arising or incurred before, on or after the Closing Date;

“Excluded Business Contract Liabilities” shall mean (i) all Liabilities under the Business Contracts arising or incurred as a result of a claim from any third party thereunder against CECA for a breach of its pre-Closing obligations whether or not notified in writing to CECA prior to Closing and (ii) all accounts payables, trade accounts payables, notes payables and other payables of CECA for any products or services purchased prior to the Closing Date, together with any unpaid financing charges accrued thereon, excluding in each case any Excluded Product Liabilities;

“Excluded Employee Liabilities” shall mean all salaries, wages, fees, commissions, bonuses, overtime pay, social security and tax contributions, retirement and pension benefits, holiday pays, other applicable contributions and benefits required to be paid on or prior to the Closing Date to (i) the CECA Transferred Employees, (ii) the Anticipated Voluntary Transferred Employees, (iii) the CECA non-transferred employees and former employees, or (iv) the relevant Governmental Authority as the case may be, provided, however, that Excluded Employee Liabilities shall not include any Closing Employee Short Term Liability or Closing Business Long Term Provision;

“Excluded Product Liabilities” shall mean all Product Liabilities arising or incurred as a result of a customer claim (i) notified in writing to CECA prior to Closing or (ii) raised after Closing provided that (a) the products to which such Product Liabilities relate were sold prior to Closing, (b) such claim relates to alleged non conformity of products for which CECA has made a claim to its insurance company prior to Closing as a result of a similar customer claim and (c) the causes of such claim are similar to the customer claim in respect of which CECA has made the above mentioned insurance claim;

“Excluded Tax Liabilities” shall mean the Liabilities in connection with all Taxes relating to the Business and/or the Transferred Assets for any Pre-Closing Period; provided, however, that for the purpose of the foregoing and with respect to Straddle Periods, Taxes shall be allocated pursuant to Section 11.4 and provided further that Excluded Taxes Liabilities shall not include Taxes (i) attributable to the Purchaser or any of its Affiliate’s failure to satisfy any of its obligations pursuant to this Agreement, (ii) resulting from any elections filed by the Purchaser or its Affiliates, other than any such elections made at the request of the Sellers or warranted by applicable Law or (iii) resulting from any change in accounting method, practice or policy with respect to the Business after the Closing by the Purchaser or its Affiliates, other than any such changes made at the request of the Sellers or warranted by applicable Law;

“Financial Indebtedness” shall mean the aggregate of those items comprising the financial indebtedness of the Company as specifically identified in Annex D, including the Cash Pooling Receivable;

“Governmental Authority” shall mean any domestic, foreign or supranational court or other judicial or arbitration authority or governmental, administrative or regulatory body, department, agency, commission, authority or instrumentality;

“Governmental Authorization” shall mean any approval, concession, consent, permit, ruling, waiver, exemption or other authorization (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time

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lapses following the giving of notice without an objection being made) issued, granted, given, or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law (including Environmental Law);

“Hazardous Materials” means any natural or artificial substance, in any form, that is listed and regulated as a toxic, pollutant or hazardous substance and which presence may require investigation or remedy pursuant to any Environmental Laws, including asbestos;

“Insolvency Proceeding” shall mean any bankruptcy or insolvency Proceeding or any Proceeding for the prevention or resolution of business difficulties;

“Intellectual Property Right” shall mean all intellectual property and proprietary rights throughout the world, including all right, title and interest, including the right to sue for past acts related to such rights, in and to (i) inventions, discoveries, improvements, patents, patent disclosures, (ii) copyrights, registrations, works of authorship, (iii) trademarks, trade names and logos, (iv) know-how, developments, research, data, designs, technology, trade secrets, test procedures, processes and other proprietary information (collectively, “Know-How”), including any deposits or files documenting such Know-How, (v) software (including source code and object code), data and databases, and (vi) any other intellectual and similar intangible property rights, whether or not registered or registrable, any and all applications for, and extensions, improvements, modifications, divisions and reissuances of, any of the foregoing;

“Inventory” shall mean all inventories of raw materials, finished products, manufactured and purchased parts, spare parts, work-in-process, packaging and supplies purchased or acquired, including such inventory which may be in transit or in possession of Third Parties, it being agreed that quarry material deposits (gisements) shall not be treated as Inventory for all purposes of this Agreement;

“Inventory Expert” means PwC, or if (i) PwC is unable or unwilling to act as the Inventory Expert for the purpose set out in this Agreement, Mazars or if Mazars is unable or unwilling to act as the Inventory Expert for the purpose set out in this Agreement and (ii) the Parties fail to reach an agreement on the appointment of another expert after good faith discussions within five (5) Business Days as from the date on which the Parties are informed of the event set forth in (i) above, any person appointed by the President of the Institute for Expertise, Arbitration and Mediation (IEAM), at the request of the first of the Purchaser and the Sellers’ Agent to make such request, from among the Eligible Accounting Firms;

“IT Transition Services Agreement” shall mean the IT transition services agreement substantially in the form attached as Annex H;

“Judgment” shall mean any award, decision, injunction, judgment, order or ruling entered, issued, made or rendered by any court, administrative agency or other Governmental Authority or by any arbitrator;

“Knowledge of the Sellers”, or words to similar effect, shall mean the actual knowledge of each of the persons listed in Annex I after due inquiry the persons listed in Annex I;

“Law” shall mean any law, statute, regulation, rule, ordinance, order or decree of any Governmental Authority (including any judicial or administrative interpretation thereof (including, for the avoidance of doubt, through any French circular or instruction taken by the Minister in charge with the environment as a regulatory authority and published under conditions set out by article R. 312-8 or R. 312-9 of the French Code on relationships between the public and the administration) but other than an EU directive not yet implemented (non transposée)) in force;

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“Liability” shall mean any debt, liability and obligation, whether due or to become due, whether accrued or fixed, absolute or contingent, liquidated or unliquidated, matured or unmatured or determined or undeterminable and regardless of when or by whom asserted;

“Local Business Sale Agreement” shall mean the agreement providing for the sale of the Business and the Transferred Assets substantially in the form attached as Annex J;

“Local Sale Agreements” shall mean, collectively, (i) the Local Share Sale Agreement, (ii) the Local Business Sale Agreement and (iii) the Real Property Deed;

“Local Share Sale Agreement” shall mean the notarial deed providing for the sale and purchase of the Transferred Shares substantially in the form attached hereto as Annex K;

“Material Environmental Contracts” shall mean the contracts listed in Annex L;

“Material Adverse Change” shall mean any and all events, occurrences, conditions, changes, effects or facts that, individually or in the aggregate, occurs after April 14, 2016 and prior to the Closing Date which results, or which could reasonably be expected to result, in a material adverse change in the business, results of operations, assets or liabilities of the Business and the Company, taken as a whole, other than a change resulting from or arising out of an Excluded Matter; for such purposes, an “Excluded Matter” shall mean any one or more of the following (i) the public announcement by any of the Parties of its intention to enter into the transactions contemplated by this Agreement or its entering into this Agreement, (ii) the consummation of any of the transactions contemplated by this Agreement or compliance by any of the Parties with the provisions of this Agreement or any order, ruling or other Judgment entered, issued, made or rendered by any competent court, administrative agency or other Governmental Authority in respect of antitrust or competition matters (but excluding any other matters) in connection with such transactions, (iii) any change in applicable Laws or accounting principles or their interpretation or enforcement, and (iv) changes, circumstances or effect generally affecting the industry in which the Company or the Business operates;

“Mercure Litigation” shall mean the commercial litigation involving CECA against Valdi, to which CECA provided services and equipments for mercure removal (“démercurisation sur charbon”), following an incident which occurred on August 4, 2004 concerning the smoke processing facility provided by CECA pursuant to an agreement dated June 28, 2004;

“Municipalities” shall mean a French municipality (“commune”) or community of municipalities (“communauté de communes”);

“Net Post-Closing Adjustment Amounts” shall mean, together, the Company Net Post-Closing Adjustment Amount and the Business Net Post-Closing Adjustment Amount;

“Organizational Documents” shall mean when used with respect to (i) any company or other incorporated Entity, the memorandum and articles of association, charter or similar constitutive document of such company or other incorporated Entity, as filed with the relevant commercial registry, company registrar or other Governmental Authority, as the same may be amended, supplemented or otherwise modified from time to time, and (ii) any partnership or other unincorporated Entity, its certificate of formation, partnership agreement, governing agreement and/or similar constitutive document, as the same may be amended, supplemented or otherwise modified from time to time;

“Payroll Transition Services Agreement” shall mean the payroll transition services agreement substantially in the form attached as Annex M;

“Pension Liabilities” shall mean any and all Liabilities and obligations related to (i) any type of pension or retirement scheme or plan for the benefit of any Transferred Employee, and

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supplementary pensions funded or unfunded, and (ii) any and all other pension or other retirement liabilities for the benefit of any Transferred Employee and their respective beneficiaries, but excluding any social security contributions in France, as well as any payments to caisses mutuelles, healthcare or welfare schemes and any other defined contributions costs to the extent they do not give rise to a pension liability of the employer;

“Permitted Encumbrance” shall mean (i) any Encumbrance for Taxes or other charges due by CECA or the Company to any Governmental Authority which are not yet due and payable or which are being contested in good faith by appropriate Proceedings (as described in Annex N, as such annex may be updated prior to the Closing to reflect potential Tax disputes occurring after the date hereof which are being contested in good faith through appropriate Proceedings), and (ii) any (x) easement or right of way or similar Encumbrances, (y) minor imperfections of title in respect of real property, if any, or (z) Encumbrance in respect of property (other than real property) and assets imposed by Law which, in either case, is not substantial in amount, nor materially detract from the value or impair the transferability or use of the relevant asset and which has only arisen in the ordinary course of business consistent with past practice;

“Person” shall mean a natural person, Entity, or Governmental Authority;

“Post-Closing Adjustment Amounts” shall mean, together, the Company Post-Closing Adjustment Amounts, the Business Post-Closing Adjustment Amounts and the Net Post-Closing Adjustment Amounts;

“Preamble” shall mean the preamble of this Agreement;

“Pre-Closing Period” shall mean any taxable period, and the portion of any Straddle Period, ending on or before the Closing Date;

“Proceeding” shall mean any litigation, arbitration, dispute, investigation or other legal proceeding, commenced, brought, conducted or heard by or before any Governmental Authority;

“Product Liabilities” shall mean all Liabilities resulting from actual or alleged harm, injury, damage or death to person, property or business, irrespective of the legal theory asserted, as well as from product recalls, product returns, defects, breach of contract or product warranty relating to the Products (whether manufactured or sold before on or after the Closing Date);

“Products” shall mean activated carbon, filter aids (diatomaceous earth and perlite products) and cryogenic insulation products;

“Purchaser’s Accountants” shall mean Deloitte;

“Reactivated Carbon Business” shall mean the development, the manufacturing and regeneration in the Company’s Legnago site and the commercialization of activated carbon as a purification and filtering agent, as presently conducted by CECA and the Company;

“Real Property Deed” shall mean the notarized agreement to be entered into at Closing between CECA and the Purchaser with respect to the sale of the Business Owned Real Property reflecting the terms set forth in Annex P;

“Recitals” shall mean the recitals of this Agreement;

“Receivables” shall mean any and all accounts receivables, trade accounts receivables, customer accounts receivables, notes receivables and any other rights to receive payments of CECA (whether current or noncurrent) from any Person, whether or not in the ordinary course, together with

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any unpaid financing charges accrued thereon and the full benefit of all securities for such accounts or debts;

“Reference Business Working Capital” shall mean € 9,878,128;

“Reference Company Working Capital” shall mean € 7,321,872;

“Release” shall mean any spill, emission, leaking, pumping, injection, disposal or discharge of any Hazardous Materials, in, onto or through the Environment;

“Remedial Actions” shall mean any study or work including investigations (other than any monitoring currently implemented), removal, cure, clean-up, abatement, containment, neutralization, remediation, use restrictions and natural attenuations, or corrective action or operations necessary to remedy or control a Release (i) required by an order from a Governmental Authority, the execution of which has not been suspended by a Judgment, (ii) required by any enforceable (exécutoire) or final Judgment or (iii) required to be taken as an Emergency Measure or a Sanitary Measure;

“Remediation Standards” shall mean the minimum standards which are: (i) technically and financially reasonable risk-based operating standards applicable under Environmental Laws; (ii) applicable to the operations at each relevant facility of the Company or the Business; (iii) defined according to the methodology or guidelines applicable to the relevant Governmental Authority; and (iv) acceptable to a relevant Governmental Authority regulating or otherwise adjudicating compliance with Environmental Laws;

“Required Material Consents” shall have the meaning ascribed to it in Annex Q;

“Required Permit Approvals” shall mean the Governmental Authorizations listed on Annex R;

“SAFER” shall mean the relevant sociétés d’aménagement foncier et d’établissement rural ;

“Sanitary Measures” shall mean measures (other than Emergency Measures) which are required to be taken under applicable Environmental Law and in accordance with Remediation Standards to respond to a risk to human health (whether immediate or chronic) or to the Environment, provided that, prior to such measures being undertaken, (i) the existence of such risk to human health or to the Environment, and (ii) the requirement to take measures to respond to such risk under applicable Environmental Law and in accordance with Remediation Standards shall have been determined by the Purchaser Environmental Expert, in a written and detailed report delivered to the Sellers’ Agent, which report shall have been confirmed by the Sellers Environmental Expert in a written report to be delivered to the Purchaser within sixty (60) days from the receipt of the Purchaser Environmental Expert’s report, it being specified that:

(w) the Purchaser shall procure that the Sellers’ Agent and the Sellers Environmental Expert are granted such access to the relevant facilities of the Purchaser or the Company (including the right to conduct additional investigations) and the studies and other information used in connection with the preparation of the Purchaser Environmental Expert’s report as may be reasonably required by the Sellers Environmental Expert in order to assess the determination made therein,

(x) in the event that the Sellers Environmental Expert shall have failed to object to the determination made by the Purchaser Environmental Expert within the foregoing 60-day period, such determination shall be deemed confirmed by the Sellers Environmental Expert, and

(y) in case of disagreement between the Purchaser Environmental Expert and the Sellers Environmental Expert, the Sellers’ Agent and the Purchaser shall meet within 10-day of receipt

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of a request for such meeting from the most diligent party in order to discuss in good faith any mutually agreeable arrangement and if the parties are unable to reach an agreement, measures taken in connection with such risk shall not be deemed Sanitary Measures for the purpose hereof;

“Secondment Agreement” shall mean, to the extent the employee identified as the “Responsible du Service Procédés” in Annex 6.8 shall have accepted the Purchaser’s offer in accordance with Section 6.8(b), the secondment agreement substantially in the form attached as Annex O;

“Seller’s Accountants” shall mean Ernst & Young;

“Seller’s Agent” shall have the meaning set forth in Section 12.5;

“Sellers’ Group” shall mean the Sellers and their Affiliates (other than the Company);

“Shared Contracts” shall mean the contracts listed in Annex S to which CECA is a party that are not required to be assigned or transferred to the Purchaser pursuant to this Agreement, but which also relate to the Business;

“Short-Term Lease” shall mean the short-term lease agreement substantially in the form attached as Annex T;

“Specific Liabilities” shall mean, collectively:

(i)          any Specific Occupational Illness Liability;

(ii)         any Specific Litigation Liability;

(iii)        all Liabilities pertaining to sites or facilities previously owned or operated by the Company in Italy and which have been divested prior to the date hereof;

(iv)       any Remedial Action or Third Party Claim resulting from any contamination on, before or after the Closing Date of soil or groundwater resulting directly from Hazardous Materials contained prior to the Closing Date in the historical landfill owned by the Company in Legnago, Italy;

(v)        any Remedial Action (other than any monitoring measures currently implemented by the Company) or Third Party Claim resulting directly from any contamination prior to the Closing Date of (x) groundwater at the Company’s Foggia site by heavy hydrocarbons and (y) soil and groundwater at the Company’s Legnago site by 1,2-Dichloropropane (DCP);

(vi)       any Remedial Action or Third Party Claim resulting directly from the absence of Governmental Authorization held by CECA for the emptying of shuttles (vidangeage de navettes) at the Abidos site from July 1, 2014 to January 30, 2016; and

(vii)      any Remedial Action or Third Party Claim resulting directly from the absence of rain and waste water discharge permit and “agibilita” held by the Company at the Foggia site prior to the Closing Date;

“Specific Litigation Liability” shall mean any Liabilities (including penalties, interest and reasonable attorney’s fees), whether arising prior or after the Closing Date in connection with the Di Tuccio Litigation, the Tanca Litigation (but only in an amount, if any, in excess of the amount which is deducted from the Purchase Price as a Closing Company Long Term Provision) and/or the Winkelmann Litigation;

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“Specific Occupational Illness Liability” shall mean any Liabilities (including, penalties, interest and reasonable attorney’s fees), whether arising prior or after the Closing Date in connection with any claim brought against the Purchaser or the Company by any Transferred Employee or former employee, on the basis that such employee suffers (i) from an occupational illness (maladie professionnelle) or a specific anxiety-related prejudice (préjudice spécifique d’anxiété) (or from a loss of remuneration or loss of life expectancy resulting from such anxiety-related prejudice) in either case as a result of his/her exposure prior to the Closing Date to asbestos used or present in the operations of CECA (in respect of the Business) or the Company, or (ii) from a chronic silicosis (to the extent recognized as an occupational illness) mainly as a result of his/her exposure prior to the Closing Date to silica dust used or present in the operations of CECA (in respect of the Business) or the Company;

“Straddle Period” shall mean any taxable period beginning on or prior to the Closing Date and ending after the Closing Date;

“Tanca Litigation” shall mean the litigation in connection with a claim for damages brought against the Company by Mrs. Felicina Tanca on the basis that the Company caused damages to a portion of land previously used for mining activities in respect of which the Court of Appeal of Cagliari has rendered its decision on July 20, 2015;

“Tax Authority” shall mean, with respect to any Tax, the Governmental Authority in charge of imposing and/or collecting any Tax;

“Tax” or “Taxes” shall mean (i) any and all forms of direct or indirect, primary or secondary, taxes, impositions, assessments, customs and other duties, contributions and levies in the nature of taxation, governmental fee, fine or other similar assessment or charge of any kind, whether payable directly or by withholding, including, without limitation, income, gross receipts, franchise, estimated, alternative minimum, add on minimum, real property, personal property, sales, use, ad valorem, value added, customs, excise, severance, registration, stamp, charges, contributions or taxes, (ii) any social contributions or charges payable in accordance with tax and social security regulations, and (iii) any interest, penalties or additions to tax with respect thereto, imposed by or due to any Governmental Authority;

“Tax Return” shall mean any return, declaration, report, estimate, form, schedule, information statement, notice or other documentation (including any additional or supporting material) filed or maintained, submitted or required to be filed, submitted or maintained, in connection with the calculation, determination, assessment, collection or payment of any Tax;

“Transfer Taxes” shall mean all Taxes related to the transfer of the Transferred Shares, the Transferred Assets and the Transferred Liabilities (including any penalties, interest and additions to Tax), but excluding any potential Taxes due by the Sellers in connection with capital gains resulting from this Agreement;

“Transferred Employees” shall mean (i) the employees of CECA whose employment contract have been transferred to the Purchaser on the Closing Date by operation of law (the “CECA Transferred Employees”), (ii) those employees of the Company on and as of the Closing Date and (iii) the Anticipated Voluntary Transferred Employees who shall have accepted in writing the offer from the Purchaser or the Company on or prior to the Closing Date;

“Transaction Documents” shall mean this Agreement and the Ancillary Agreements and all other ancillary agreements to be entered into or documentation delivered by any Party or any of its Affiliates pursuant to this Agreement or any Ancillary Agreement;

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“Transition Services Agreements” shall mean collectively the IT Transition Services Agreement, the Accounting Transition Services Agreement and the Payroll Transition Services Agreement;

“Vendor Due Diligence Report” shall mean the financial vendor due diligence report prepared by Ernst & Young dated October 6, 2015; and

“Winkelmann Litigation” shall mean the litigation pending in front of the Italian Supreme Court in connection with the challenge by the sellers of the purchase price adjustment related to the acquisition by the Company of Winkelmann Mineraria S.r.l. on January 2009.

1.2       Additional Definitions.  Each of the following additional terms has the meaning assigned thereto in the Section indicated below opposite such term:

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