EASTMAN KODAK COMPANY, a New Jersey corporation (“Kodak” or “Seller”), and

MIR BIDCO SA, a société anonyme incorporated in Belgium with incorporation number BE 0705.932.821 (“Purchaser”).

Pursuant to that certain Stock and Asset Purchase Agreement dated as of the date hereof by and between Seller and Purchaser (the “SAPA”), Purchaser has agreed to purchase from Seller and its relevant Subsidiaries, and Seller has agreed to sell, and to cause its relevant Subsidiaries to sell, to Purchaser, (i) all of the Transferred Shares and the Miraclon Shares, and (ii) all of the Purchased Assets (the “Sale”);

In addition to the consideration set forth in the SAPA, the Parties have agreed that a portion of the purchase price for the Sale is to be calculated and paid as an earn-out based upon achievement of certain EBITDA targets during the Calculation Periods (the “Earn-Out”); and

Seller and Purchaser have agreed that determination and payment of the Earn-Out is to be in accordance with the terms of this Agreement.

Interpretation; Definitions

in respect of the 2018 Calculation Period, unaudited combined balance sheets and statements of operations of the Business extracted from the FPD segment reporting as presented in or underlying the Seller audited financial statements as of and for the year ended December 31, 2018; and

in respect of the 2019 Calculation Period:

in respect of the period from (and including) January 1, 2019 and ending on (but excluding) the Closing Date, unaudited combined balance sheets and statements of operations of the Business extracted from the FPD segment reporting as presented in or underlying the Seller audited financial statements as of and for the period beginning on January 1, 2019 and ending on the Closing Date; and

in respect of the period from (and including) the Closing Date and ending on (and including) December 31, 2019, the audited consolidated balance sheets and statements of operations of Purchaser and its Subsidiaries, including the economic benefit or burden, if any, generated for Purchaser’s account in the Deferred Jurisdiction,

in respect of the 2020 Calculation Period, the audited consolidated balance sheets and statements of operations of Purchaser and its Subsidiaries;

Earn-Out Payments; EBITDA

Earn-Out Payments

in respect of the 2018 Calculation Period, an amount equal $10,000,000, if both:

EBITDA for such 2018 Calculation Period is equal to or exceeds $34,100,000; and

Pre-Corporate Costs EBITDA for such Calculation Period is equal to or exceeds $42,800,000;

in respect of the 2019 Calculation Period, an amount equal to $10,000,000 if EBITDA for such Calculation Period is equal to or exceeds the amount equal to the sum of:

$41,700,000; plus

the amount (if any) by which the sum of the Corporate Costs and Intercompany Recharges in respect of the period commencing January 1, 2019 and ending on the Closing Date is less than the sum of the Corporate Costs and Intercompany Recharges in respect of the relevant corresponding period in the 2018 Calculation Period; and

in respect of the 2020 Calculation Period, an amount equal to $15,000,000 if EBITDA for such Calculation Period is equal to or exceeds $48,900,000,

EBITDA

Subject to Sections 2.2.2 and 2.2.3, “EBITDA” means earnings (loss) before income taxes plus adjustments to add back interest, depreciation and amortization, in each case:

derived from the applicable Consolidated Financial Statements for the relevant Calculation Period;

prepared in good faith in accordance with the requirements of all applicable Laws and the accounting policies, bases, methods, practices and procedures adopted in the preparation of the Reference Financial Statements, applied on a consistent basis;

in respect of the 2019 Calculation Period and the 2020 Calculation Period, if Purchaser has converted its reporting standard from US GAAP to IFRS, following a reconciliation of the relevant audited Consolidated Financial Statements from IFRS to US GAAP, prepared in good faith applying the accounting policies, bases, methods and practices and procedures adopted in the Reference Financial Statements (an “IFRS/GAAP Reconciliation”);

to the extent not inconsistent with Section 2.2.1(ii) and Section 2.2.1(iii), prepared in accordance with the requirements of all applicable Laws and US GAAP, in each case in force as of December 31, 2017;

no deduction shall be made for any management or oversight fees or general overhead expenses, charged by Purchaser or its Affiliates to the Business; and

the purchase and sales prices of products, goods and services sold by the Business to Purchaser or its Affiliates or purchased by the Business from Purchaser or its Affiliates shall be adjusted to reflect the amounts that the Business would have realized or paid in the applicable jurisdiction for the applicable period, in each case, between an independent party in an arm’s-length commercial transaction.

EBITDA shall be adjusted (without duplication and to the extent included in determining EBITDA in accordance with Section 2.2.1) to exclude:

any EBITDA which arises as a consequence of any reorganization, joint venture, merger, acquisition or transaction involving the direct or indirect acquisition or disposal of any shares or business, in each case, outside of the ordinary course of business;

any gains or losses attributable to sales of assets outside of the ordinary course of business of the Business;

any amounts reflected in the calculations of the Closing Indebtedness and the Closing Working Capital, in each case, as finally determined in connection with the Final Purchase Price, any Purchase Price amounts or transaction expenses payable by Purchaser or its Affiliates pursuant to the terms of the SAPA (including any amounts payable by Purchaser pursuant to Section 5.16 thereof), any amounts included in a prior Calculation Period’s Final EBITDA, or any Liabilities with respect to any Earn-Out Payment, such that there shall be no double counting of such amounts;

any adjustments to EBITDA resulting from equity-based compensation; and

costs and expenses arising from (a) transitioning accounting standard from GAAP to IFRS and (b) reconciliations from GAAP to IFRS or IFRS to GAAP.

Any amounts payable or paid under the Closing Agreements shall be taken into account in determination of EBITDA, regardless of whether such amounts are satisfied via prepayment and the USD 15,000,000 prepayment shall only impact cash flow and have no impact on profitability.

For purposes of this Agreement, EBITDA shall be stated in dollars and, if Purchaser has converted from reporting in dollars to reporting in EUR, EBITDA for the relevant Calculation Period (as derived from the relevant Consolidated Financial Statements and expressed in EUR) shall be converted to dollars based on the average of the exchange rates published by Reuters during the relevant Calculation Period.

Notice; Payment

Purchaser shall provide written notice (each, an “Earn-Out Notice”) to Seller setting forth its good faith calculation (including reasonable supporting detail with respect to such calculation) of the amounts due pursuant to Section 2.1:

in the case of any Earn-Out Payment in respect of the 2018 Calculation Period no later than the later of (i) the Closing Date and (ii) ninety (90) calendar days following delivery by the Seller of the Consolidated Financial Statements with respect to the 2018 Calculation Period;

in the case of any Earn-Out Payment in respect of the 2019 Calculation Period or the 2020 Calculation Period, no later than ninety (90) calendar days following delivery of the Consolidated Financial Statements with respect to the end of the relevant Calculation Period.

Unless Purchaser’s Earn-Out Notice provides for the maximum potential Earn-Out Payment with respect to the applicable Calculation Period, upon receipt from Purchaser of each Earn-Out Notice, Seller shall have thirty (30) calendar days to review the Earn-Out Notice. Seller and its accountants and financial and other advisors may make reasonable inquiries of Purchaser and/or Purchaser’s Representatives regarding questions concerning or disagreements with the applicable Earn-Out Notice arising in the course of Seller’s review. If Purchaser’s Earn-Out Notice provides for the maximum potential Earn-Out Payment with respect to the applicable Calculation Period, then no such thirty (30) day period shall be necessary and Purchaser shall pay such maximum potential Earn-Out Payment with respect to such Calculation Period within ten (10) Business Days of delivery of such Earn-Out Notice provided in Section 3.1.3. During such review period, Purchaser shall provide Seller and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the premises, books and records and Representatives of the Business and Purchaser to the extent such materials relate to the calculation of the applicable Earn-Out Notice for the purpose of completing Seller’s review of such Earn-Out Notice. Purchaser shall cooperate in good faith and promptly respond to reasonable requests in accordance with this Section 3.1.2. Promptly following completion of its review (but in no event later than the conclusion of the thirty (30) day period), Seller may submit to Purchaser a letter regarding its concurrence or disagreement with the accuracy of the applicable Earn-Out Notice; provided, however, that any such letter must specify: (i) the items of such Earn-Out Notice with which Seller disagrees; (ii) the adjustments that Seller proposes to be made such Earn-Out Notice (a “Disputed Earn-Out Item”); and (iii) the specific amount of such disagreement and reasonable supporting documentation and calculations thereof, in each case, to the extent known. If Seller does not deliver a letter disagreeing with the accuracy of an Earn-Out Notice before the conclusion of the applicable thirty (30) day period, such Earn-Out Notice shall be final, binding and conclusive upon the Parties, and Seller shall be deemed to have agreed with all items and amounts contained in such Earn-Out Notice. If Seller does deliver such a letter, following such delivery, Seller and Purchaser shall attempt in good faith to resolve promptly any disagreement as to the computation of any item in the applicable Earn-Out Notice. Any items as to which there is no disagreement shall be deemed agreed. If a resolution of such

Within ten (10) Business Days after the determination of the Final EBITDA for a Calculation Period (or simultaneously with the delivery of Purchaser’s Earn-Out Notice if such Earn-Out Notice provides for the maximum potential Earn-Out Payment with respect to the applicable Calculation Period), if Purchaser is required to pay any amounts pursuant to Section 2.1 (each an “Earn-Out Payment”), then Purchaser shall pay to Seller such Earn-Out Payment in cash by wire transfer of immediately available funds to the bank account of Seller set forth on Schedule 1 or such other bank account specified by Seller.

Ordinary Course Operations

General Provisions

Right of Set-off

No Security

Successors of Purchaser

Miscellaneous

  /s/ Jeffrey J. Clarke