NCS000156_Name-Owner Change Application_20220804

NC DEPARTMENT OF ENVIRONMENTAL QUALITY
DIVISION OF Energy, Mineral, and Land Resources
STORMWATER PROGRAM
NORTH CAROLINA
Environmental Quality
NPDES STORMWATER PERMIT NAME OWNERSHIP CHANGE FORM
CURRENT PERMIT INFORMATION:
Permit Number: or 0 7 / 6
1. Facility Name (prior to change): Bakelite Synthetics
NEW OWNER/NAME INFORMATION:
2. This request for a name change is a result of:
a. Change in ownership of property/company
b. Name change only (Facility and/or Company)
X c. other (please explain): Error in owner name when update submitted 10/2021.
(for example, facility address update. Include additional attachments if necessary.)
3, New owner's name (name to be put on permit as Permittee):
Bakelite LLC
4. New owner's or signing official's name and title: Ronald Bazinet
(Person legally responsible for permit)
Site Leader
(Title)
5. Mailing address: 333 Neils Eddy Roadcity: Riegelwood
State: NC zip Code; 28456 Phone:( 910 ) 830-2757
E-mail address; [e-mail]
6. New facility name (if applicable):
7. Effective date of transfer or name change: 10/22/2021
■"
E � North Carolina Department of Environmental Quality I Division or Energy, Mineral and Land Resources
> Sit North Salisbury Street 11612 Mail Service Center I Ralelgh, North Carolina 27699-1612
uoniucnnairin �
r 919.707.9200

NPDES Stormwater Permit Name/Ownership Change
Page 2 of 2
III. PERMIT AND FACILITY CONTACT INFORMATION
8. New permit contact's name and title:
(Permit Contact)
(Title)
9. Mailing address: City:
State: Zip Code: Phone:
E-mail address:
10. New facility contact's name and title:
(Facility Contact)
(Title)
11, Mailing address: City:
State: Zip Code: Phone:
E-mail address:
12. New billing contact's name:
(Billing Contact)
13. Mailing address: City:
State: Zip Code: Phone:
E-mail address:
IV. FACILITY ACTIVITIES AND DISCHARGE INFORMATION
1. Will industrial activities at the facility remain the same asunder the previous owner?
Yes IT No ❑
2. Will the stormwater discharge location(s) remain the same? Yes I@ No ❑
NOTE: if either of these questions is answered "No," then more information is needed to review
the request. Please attach documentation to describe and explain the changes to the facility
activities, stormwater discharges, and/or outfall location. Depending on the information
provided, the Division may require that the new owner file a new permit application.
Last Revised 3/13/2022

NPDES Stormwater Permit Name/Ownership Change
Page 2 of 2
THIS APPLICATION PACKAGE WILL NOT BE ACCEPTED BY THE DIVISION UNLESS
ALL OF THE ITEMS LISTED BELOW ARE INCLUDED.
REQUIRED ITEMS:
1. This completed application form (with original signature)
2. Legal documentation of transfer of ownership (such as relevant pages of a deed or a bill of sale) is
required for an ownership change request. Articles of incorporation are not sufficient for an
ownership change but can be provided for a name change.
3. Information to document facility, industrial activities, stormwater discharges, or outfall changes
as noted in item IV above (if appropriate)
Why is this information needed?
Regulations in 40 CFR §122.63 allow for minor modifications to NPDES permits for a change of
ownership or operational control of a facility, provided that information supports that no other change
in the permit are necessary.
Why noes thisform need to be mailed ►n?
Permittees and applicants must fulfill signatory requirements in the NPDES federal
regulations in 40 CFR §122.22 (please see those regulations for guidance). Until NCDEQ's
electronic submission process meets Cross -Media Electronic Reporting (CROMERR)
requirements, this original signed (not digita) sigraataWre) fora must be mailed to the
address below. The uploaded copy is stored as part of the permit record in the Division's
digital repository.
Applicant's Certification;:
I, Ronald Bazinet , attest that the application for a name and/or ownership
change submitted has been reviewed and is accurate and complete to the best of my
knowledge. I understand that if all required parts of this application are not completed, or if all
required supporting information is not included, this application package will be considered
incomplete and may be returned.
-2
Signature: *'3E'�� Date:
fi
THE COMPLETED APPLICATION AND ALL SUPPORTING INFORMATION SHOULD BE SENT TO:
DEMLR Stormwater Program
512 North Salisbury Street, 6th Floor (Office 640K)
1612 Mail Service Center
Raleigh, NC 27699-1612
Last Revised 3/13/2022

Delaware
Page 1
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE RESTATED CERTIFICATE OF "HEXION VAD LLC", CHANGING
ITS NAME FROM "HEXION VAD LLC" TO "BAKELITE LLC", FILED IN THIS
OFFICE ON THE TWENTY—SECOND DAY OF OCTOBER, A.D. 2021, AT 12:50
O'CLOCK P.M.
701SS40 8100
SR## 20213589113
Authentication: 204488408
Date: 10-22-21
You may verify this certificate online at corp.delaware.gov/authver.shtml

STATE OFDELAwARE
AMENDED AND RESTATED CERTIFICATE OF FORMATION OF
LIMITER LIABILITY COMPANY
Hexion VAD LLC, a limited liability company organized and existing under the laws of
the State of Delaware, hereby certifies as follows:
1. The name of the company is Hexion VAD LLC. The original Certificate of
Formation was filed with the Secretary of State of Delaware on August 14, 2018 (the "Original
Certificate').
2. This Amended and Restated Certificate of Formation amends, restates and
integrates the provisions of the Original Certificate, and was duly executed and is being filed in
accordance with the provisions of Section 18-208 ofthe Delaware Limited Liability CompanyAct.
3. The text of the Original Certificate is hereby amended and restated in its entirety to
provide as herein set forth in full.
ARTICLE I
NAME
The name of the limited liability company is Bakelite LLC.
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The address of its registered office in the State of Delaware is: 251 Little Falls Drive, City
of Wilmington, County of New Castle, State of Delaware 19808. The name of its registered agent
at such address is Corporation Service Company.
The undersigned has executed this Amended and Restated Certificate of Formation this
2? day of October, 2021.
Julian Wet foot
By.
Julian Weltoot(Oct 21, fl12�37GMT+l)
Name: Julian Welfoot
Its: Vice president & Treasurer
State of Delaware
Secrelaq of State
Division of Corporaltous
Delivered 12:50 P1110122l2021
FILED 12:50 Piil11012212021
SR 20213589113 - F1teNumber 7015540
4846-6133-2479 vl (94961-11

4 NORTH CAROLINA
Department of the Secretary of State
yw,.w•3
To all whom these presents shall come, Greetings:
I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby
certify the following and hereto attached to be a true copy of
APPLICATION FOR AMENDED CERTIFICATE OF AUTHORITY
OF
BAKELITE LLC
the original of which was filed in this office on the 4th day of November, 2021.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed my official seal at the City of
Raleigh, this 4th day of November, 2021.
Certification# C202130700299-1 Reference# C202130700299-1 Page: 1 of 3 Secretary of State
Verify this certificate online at https://www.sosue.guv/verification

State of North Carolina
Department of the Secretary of State
APPLICATION FOR AMENDED CERTIFICATE OF.
FOR LIMITED LIABILITY COMPANY
SOSTD, 2112177
Date Filed: 11/4/2021 3:26:00 PM
Elaine F. Marshall
North Carolina Secretary of State
C2021307 00299
Pursuant to §57D-7-04 of the General Statutes of. North Carolina, the undersigned limited liability company hereby applies for an
Amended Certificate of Authority to transact business in the State of North Carolina, and for that purpose submits the following
statement.
Name of Limited Liability Company
a. The name of the limited liability company exactly as it appears on the Certificate of Authority currently on file with the
North- Carolina Department of the Secretary of State:
Hexion VAD LLC
b. The fictitious name, if any, of the limited liability company currently on file with the NC Department of the Secretary of
State is:
2. The state or country of formation is;Delaware
3. The date the limited liability company was authorized to transact business in the State of North Carolina is:
01/15/2021
4. The changes being made are as follows: (See instructions far the specific uses of this document)
The name of the limited liability company is: Bakelite LLC
5. Attached is a certificate of existence (or document of similar import), duly authenticated by the Secretary of State or other official
having custody of limited liability company records in the state or country of formation. The certificate of existence must be less
than six months old. A photocopy of the certification cannot be accepted.
6. This application will be effective upon filing, unless a date and/or time is specified:
This the 215t day of October , 20 21
Notes:
1. Filing fee is $50. This application must be filed with the Secretary of State.
BUSINESS REGISTRATION DIVISION
(Revised July 2017)
Hexion VAD LLC
Name of Limited Liability Company
Chris Chris Hyne�2114714 EOT)
Signature
Chris Hynes - Executive vice President & Chief Financial Officer
P. O. BOX 29622
Type or Print Name and Title
RALEIGI-1, NC 27626-0622
(Form L-10)
r�rosa- i �noi�wo:v��fy�0029i3-1 Reference#E C202130700249- Page: 2 of 3
erti ICatii)Il

Delaware Page 1
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "BAKELITE LLC" IS DULY FORMED UNDER THE
LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A
LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF
THE TWENTY—FIFTH DAY OF OCTOBER, A.D. 2021.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "BAKELITE LLC"
WAS FORMED ON THE FOURTEENTH DAY OF AUGUST, A.D. 2018.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE BEEN
PAID TO DATE.
7015540 8300
5 R# 20213600428
You may verify this certificate online at corp.delaware.gov/authver.shtml
i�nnp W, flvF]ncl_Rical�rll d Sia7r
Authentication: 204497453
Date:10-25-21
Certification# C202130700299-1 Reference# C202130700299- Page: 3 of 3

SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
BAKELITE LLC
This Second Amended and Restated Limited Liability Company Agreement (dais
"Agreement") of Bakelite LLC, a Delaware limited Iiability company (the "LLC"), is entered into
by Bakelite US Holdco Inc., as the sole member (the "Member"), as of October 22, 2021 (the
"Effective Date").
WHEREAS, the LLC was originally formed pursuant to Section 18-201 of the Delaware
Limited Liability Company Act, as amended from time to time (the "Act"), by the filing of a
Certificate of Formation for Hexion VAD LLC with the Secretary of State of the State of Delaware
on August 14, 2018;
WHEREAS, flexion, Inc. (the "Prior Member") and the LLC entered into that certain
Amended and Restated Limited Liability Agreement of the Company (the `Prior Agreement
as of July 1, 2019;
WHEREAS, pursuant to the terns and conditions of that certain Purchase Agreement
dated as of September 27, 2020, as amended by that certain Amendment No. 1 to Purchase
Agreement, dated as of November 25, 2020, that certain Amendment No. 2 to Purchase
Agreement, dated as of December 11, 2020, and that certain Amendment No. 3 to Purchase
Agreement, dated as of December 18, 2020 (the "Purchase Agreement "), the Prior Member sold,
transferred and/or assigned its membership interest in the Company to the Member;
WHEREAS, the Member and the Company amended the Prior Agreement by that certain
First Amendment to the Amended and Restated Limited Liability Company Agreement, as of April
30, 2021 (the "Amendment");
WHEREAS, the Member filed an Amended and Restated Certificate of Formation with
the Delaware Secretary of State on the Effective Date changing the name of the LLC to Bakelite
LLC; and
WHEREAS, the Member desires to amend and restate the Prior Agreement, as amended
in its entirety.
NOW, THEREFORE, the Member hereby agrees as follows:
1. Name.
(a) The name of the limited liability company is `Bakelite LLC". The business
of the LLC may be conducted under any other name deemed necessary or desirable by the
Member.

(b) The Member hereby continues the LLC as a limited liability company
pursuant to the provisions of the Act and acknowledges that the rights, duties and liabilities
of the Member shall be as provided in the Act except as provided in this Agreement.
2. Purpose. The object and purpose of, and the nature of the business to be conducted
and promoted by the LLC is, engaging in any lawful act or activity for which limited liability
companies may be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.
3. Registered Office; Registered A ent.
(a) The address of the registered office of the LLC in the State of Delaware is
c/o Corporation Service Company, 251 Little Falls Drive, City of Wilmington, County of
New Castle, State of Delaware 19808.
(b) The naive and address of the registered agent of the LLC for service of
process on the LLC in the State of Delaware are Corporation Service Company, 251 Little
Falls Drive, City of Wilmington, County of New Castle, State of Delaware 19808.
4. Principal Office. The principal office of the LLC shall be such place or places as
the Member may from time to time designate. The Member may establish additional offices as
it deems necessary.
5. Member. The name and the mailing address of the Member are as set forth in
Annex A attached hereto. The Member shall have a limited liability company interest in the LLC
as described in Section 12 and the rights, powers, duties and obligations as provided in the Act,
except, to the extent permitted by the Act, as otherwise provided herein.
6. Authorized Persons. Each person designated by the Member as an authorized
person of the LLC (each, an "Authorized Person") within the meaning of the Act, acting singly
and not jointly, is authorized to execute, deliver and file any amendments to and/or restatements
of the Certificate of Formation and any other certificates (and any amendments to and/or
restatements thereof) permitted or required to be filed with the Secretary of State of the ,State of
Delaware. The Member may revoke the status of any Authorized Person at any time, and may
appoint additional Authorized Persons from. time to time. Any Authorized Person shall execute,
deliver and file or cause the execution, delivery and filing of any certificates, applications,
instruments and other documents (and any amendments and/or restatements thereof) necessary for
the LLC to qualify to do business in any jurisdiction in which the Member may wish the LLC to
conduct business.
7. Mana2ement. Except as otherwise expressly provided in this Agreement, the LLC
shall be managed by the Member in accordance with Section 18-402 of the Act. The Member shall
be deemed to be a "manager" for the purposes of applying the Act, unless the context otherwise
requires, and shall have and be subject to all of the duties and liabilities of a "manager" provided
in the Act and, except as otherwise Iimited herein, have all powers, statutory or otherwise,
possessed by a managerunder the laws of the State of Delaware. The Member may take any and
all actions (including, without limitation, executing, delivering and performing on behalf of the
LLC any and all contracts, agreements, certificates, undertakings or other documents or

instruments) and do any and all things necessary, desirable, convenient or incidental to carry on
the business and purposes of the LLC. The Member may execute any contract, agreement,
certificate, undertaking or other document or instrument as a "Managing Member", a "Member",
a "Manager" or an "Authorized Person". The Member shall have the sole and exclusive
responsibility and authority for the management, conduct and operation of the LLC's business in
all respects and in all matters, except to the extent that the Member agrees to delegate any such
responsibility or authority to any officer, employee or agent of the LLC.
8. Dele ation of Authority to Officers and Others.
(a) The Member may appoint individuals to act as agents or officers (each an
"Officer" and collectively, the "Officers") of the LLC with such titles and authority as shall
be delegated to such persons by the Member from time to time.
(b) Subject to the provisions of this Agreement, the Officers shall have such
rights, powers, authority and responsibilities, general or specific, as may be expressly
delegated to them pursuant to this Agreement or as determined from time to time by the
Member. Officers shall be subject to removal with or without cause at any time by the
Member.
(c) Upon authorization by the Mernber, any Officer, acting individually, on
behalf of the LLC, is authorized to execute and deliver, any and all agreements, deeds,
instruments, receipts, certificates and other documents, and to take all such other action as
it may consider necessary or advisable in connection with the purposes of the LLC or the
management of any entity for which the LLC serves as general partner, member, manager
or other officer, without any vote or consent of any other person or entity, notwithstanding
any other provision of this Agreement. The Member confirms that all determinations,
decisions and actions made or taken by any of the Officers in accordance with this
Agreement (including, for the avoidance of doubt, the first sentence of this Section 8(c))
shall be conclusive and absolutely binding upon the LLC and the Member, and their
respective successors, assigns and personal representatives.
(d) Persons dealing with the LLC are entitled to rely conclusively upon the
power and authority of the Officers as set forth in this Agreement. A certificate of any
Officer certifying that such individual is an Officer, to the extent such individual was
appointed by the Member pursuant to this Agreement, shall be conclusive evidence that
such individual is an Officer, and such individual's actions as an Officer, to the extent taken
in accordance with this Agreement and the delegation of authority to such individual by
the Member, shall be authorized and binding on the LLC.
9. Authorization. Notwithstanding any provision of this Agreement to the contrary,
the LLC (on its own behalf and/or on behalf of any entity for which the LLC is the general partner,
member, -manager or other officer) is authorized, and the Member or any Officer (with respect to
such Officer, solely to the extent acting in accordance with this Agreement and the delegation of
authority to such Officer by the Member), acting individually, on behalf of the LLC (on its own
behalf and/or on behalf of any entity for which the LLC is the general partner, member, manager
or other officer) is hereby authorized, without any vote or consent of any other person or entity, to

exercise all of the powers and rights that can be conferred upon limited liability companies formed
pursuant to the Act and delegated or authorized by them thereunder, and may also engage in such
other lawful business purposes or activity in which a limited liability company or its members may
be engaged under applicable law (including the Act) and enter into any agreement or other
undertaking, in each case which the Member deems reasonably necessary or advisable in
connection therewith or incidental thereto.
10. Consents. Any action that may be taken by the Member at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken, is signed by the Member.
11. CaUital Contributions.
(a) The Member shall have no obligation to make any capital contributions to
the LLC, but may make such capital contributions to the LLC as the Member may deem
necessary or advisable in connection with the business of the LLC from time to tune.
(b) The provisions of this Section 11 are intended solely to benefit the Member
and, to the fullest extent permitted by Iaw, shall not be construed as conferring any benefit
upon any creditor of the LLC other than the Member (and no such creditor of the LLC shall
be a third party beneficiary of this Agreement). The Member shall not have a duty or
obligation to any creditor of the LLC to make any contribution to the LLC or to issue any
call for capital pursuant to this Section 11.
12. Limited Liability Company Interests.
(a) All membership interests in the LLC shall be expressed in terms of units
with a par value of $0.01 per a Unit (each, a "Unit" and collectively, the "Units"), which
shall constitute limited liability company interests under the Act in exchange for
contributions of cash or property, the provision of services or such other consideration, as
may be determined by the Member. The Units shall reflect and represent the entire interest
of a member in the LLC. The LLC shall have the authority to issue up to ten million
(10,000,000) Units, all being of the same class (the "Authorized Capital"). Unless and until
the LLC creates additional classes of limited liability company interests, the Units shall be
the only class of limited liability company interests. Each Unit shall rank pari passu with
every other Unit and shall entitle its owner to equal rights to any distribution of profits and
assets on a winding up, dissolution or liquidation of the LLC, except for such specific
obligations, rights and privileges as set forth in this Agreement.
(b) The name, number of Units owned and percentage ownership of the
Member as of the date of this Agreement is set forth in Schedule 1 attached hereto (the
"Unit Holders Lis("). The Member shall amend the Unit Holders List from time to time to
reflect any change pursuant to this Agreement in any of the foregoing with respect to any
Member. The percentage ownership of the Member shall be automatically adjusted from
time to time upon the issuance or transfer of Units in accordance with this Agreement, and
the Unit Holders List shall be amended accordingly.

(c) The Authorized Capital may at any time be increased or decreased,
including, without limitation, the creation of a new class of Units, by a resolution of the
Member.
13. Distributions.
(a) The Member shall not be entitled to interest on its capital contributions to
the LLC or have the right to distributions or the return of any contribution to the capital of
the LLC, except for distributions in accordance with this Section 13 or upon dissolution of
the LLC in accordance with Section 19. To the fullest extent permitted by law, the Member
shall not be liable for the return of any such amounts. Notwithstanding any provision in
this Agreement to the contrary, the LLC shall not make a distribution to the Member on
account of its interest in the LLC if such distribution would violate the Act or other
applicable law.
(b) Distributions shall be made either in cash or in kind to the Member at the
times and in the aggregate amounts determined by the Member.
14. Prohibitions on Non-Votin2 Securities. For the avoidance of doubt,
notwithstanding anything herein to the contrary, pursuant to Section 1123(a)(6) of Title II of
United States Code, the LLC shall not issue non -voting equity securities; provided, however, that
the foregoing restriction (i) shall have no further force or effect beyond that required under such
Section 1123, (ii) shall have such force and effect, if any, only for so long as such section is in
effect and applicable to the LLC and (iii) in all events may be amended or eliminated in accordance
with applicable law as from time to time in effect.
15. Fiscal Year; Tax Matters.
(a) The fiscal year of the LLC for accounting and tax purposes shall terminate
on December 31 in each year except as otherwise required by the Internal Revenue Code
of 1986, as amended (the "Carle"), and the Treasury Regulations promulgated thereunder.
(b) Proper and complete records and books of account of the business of the
LLC, including Annex A, shall be maintained at the LLC's principal place of business. The
Member acknowledges and agrees that for so long as the LLC is a domestic entity with a
single owner (as determined under U.S. federal income tax law, the Member), the LLC is
intended to be classified and treated as a disregarded entity separate from its single owner
for United States federal, state and local income tax purposes and no election to the contrary
shall be made without the written consent of the Member. The LLC's books of account
shall be maintained on a basis consistent with such treatment and on the same basis utilized
in preparing the Member's United States federal income tax returns. The Member and its
duly authorized representatives may, for any reason reasonably related to its interest as a
member of the LLC, examine the LLC's books of account and make copies and extracts
therefiom at its own expense. The records of the LLC shall be maintained for three years
following termination of the LLC.
16. Assignments and Transfers of Interests. The Member may transfer all or any
portion of its limited liability company interest in the LLC and any and all rights and/or obligations

associated therewith to any person or entity at any time. The transferee of an interest in the LLC
shall be admitted to the LLC as a member of the LLC upon its execution of a counterpart signature
page to this Agreement, or some other written instrument reasonably acceptable to the Member in
which it agrees to be bound by the terms of this Agreement. if the transferring member of the LLC
is the sole member of the LLC and transfers all of its interest in the LLC, such admission shall be
deemed effective immediately prior to the transfer and immediately following such admission, the
transferor Member shall cease to be a member of the LLC. Notwithstanding anything to the
contrary herein, following the transfer of the Member's entire limited liability company interest in
the LLC to a single transferee and the admission of such transferee as a member of the LLC, the
definition "Member" shall be deemed to mcan such transferee.
17. Admission and Withdrawal of Additional Members. One or more additional
member(s) (each such member, an "Additional Member" and collectively, the "Additional
Members") may be admitted to the LLC with the written consent of the Member and any
Additional Member(s). Upon the admission to the LLC of any Additional Member(s), if the LLC
then has two or more members, the Member and the Additional Member(s) shall cause this
Agreement to be amended and restated to reflect the admission of such newly admitted Additional
Member(s) and the initial capital contribution, if any, of such newly admitted Additional
Member(s); provided, that in any event and notwithstanding anything to the contrary, the Member
acting alone may cause this Agreement to be so.amended and restated. A member may resign from
the LLC at any time. receipt and acceptance of such resignation by the other member(s) of the
LLC, in the case the LLC then has two or more members, shall not be necessary to make the
resignation effective.
18. Liability of the Member. The Member, in its capacity as a member of the LLC,
shall have no liability for the obligations or liabilities of the LLC or any of its subsidiaries or other
affiliates, except to the extent provided in the Act and applicable law. Except as otherwise
expressly provided in Section 22, nothing expressed in or implied by this Agreement shall be
construed to confer upon or to give any person, except the Member, any rights or remedies under
or by reason of this Agreement.
19. Dissolution.
(a) Subject to the occurrence of an event of dissolution pursuant to Section
19(b) the LLC shall have perpetual existence.
(b) The LLC shall dissolve, and its affairs shall be wound up, upon the first to
occur of the following.
(i) the written consent of the Member,
(ii) at any time there is no member of the LLC unless the LLC is
continued in accordance with the Act, or
(iii) the entry of a decree of judicial dissolution under Section 18-802 of
the Act.

(c) In the event of dissolution, the LLC shall wind up its affairs (including the
sale of the assets of the LLC) in an orderly manner, and the assets of the LLC shall be
applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
As part of the winding up process, any amounts permitted to be distributed to the Member
in accordance with Section 18-804 of the Act shall be distributed to the Member.
20. Indemnification. To the full extent permitted by law, the LLC shall (a) indemnify
any person or such person's heirs, distributes, next of kin, successors, appointees, executors,
administrators, legal representatives or assigns who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that such person is or was a Member, attorney -
in -fact, officer, employee or agent of the LLC or is or was serving at the request of the LLC or its
Member as an attorney -in -fact, officer, employee or agent of another corporation, limited liability
corporation, partnership, joint venture, trust or other enterprise, domestic or foreign, against
expenses, attorneys' fees, court costs, judgments, fines, amounts paid in settlement and other losses
actually and reasonably incurred by such person in connection with such action, suit or proceeding
and (b) pay the expenses incurred by such person in defending such civil or criminal action, suit
or proceeding to the full extent authorized or permitted by the laws of the State of Delaware. An
attorney -in -fact shall have no personal liability to the LLC or its Member for monetary damages
for breach of fiduciary duty as an attorney -in -fact; provided, however, that the foregoing provision
shall not eliminate the liability of an attorney -in -fact for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law or for any transaction from
which the attorney -in -fact derived an improper personal benefit.
21. Amendments. Except as otherwise provided in this Agreement or in the Act, this
Agreement may only be amended by a written document, instrument or other writing, executed by
the Member.
22. Successors and „Assigns, This Agreement shall be binding upon the parties hereto
and their respective successors, executors, administrators, legal representatives, heirs and legal
assigns and shall inure to the benefit of the parties hereto and, except as otherwise provided herein,
their respective successors, executors, administrators, legal representatives, heirs and legal assigns.
23. Governing Law. This Agreement shall be governed by, and construed under, the
laws of the State of Delaware, without giving effect to principles of conflicts of laws, and all rights
and remedies shall be governed by said laws. The provisions of the Act shall control as to any
matters not set forth in this Agreement.
24. No Benefit of Creditors. The provisions of this Agreement are intended only for
the regulation of relations between the Member and any former or prospective Members and the
LLC. This Agreement is not intended for the benefit of non-Mernber creditors and no rights are
granted to non -Member creditors under this Agreement.
25. Separability of Provisions. Each provision of this Agreement shall be considered
separable, and if for any reason any provision or provisions herein are determined to be invalid,
unenforceable or illegal under any existing or future law, such invalidity, unenforecability or

illegality shall not impair the operation of or affect those portions of this Agreement that are valid,
enforceable and legal.
26. Counterparts. This Agreement may be executed in any number of counterparts,
including by facsimile or other electronic signature. All counterparts shall be construed together
and shall constitute one instrument.
[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
the date first above written.
MEMBER:
BAKELITE US HOLDCO INC.
IN
VGl
Juliat (Nava, 7.0
0 3 18:49 GM'Q
Name: Julian Welfoot
Its: Vice President & Treasurer
[Signature Page to Second A&R LLCA - Bakelite LLC]

Bakelite US Holdco Inc.
1800 Meidinger Tower
Louisville, KY 40202
USA
ANNEX A
Name and Address of the Member
r4nnex A

SCHEDULEI
Unit Holder List
Member Name
Units Owned
Percentage Ownership
Bakelite US Holdeo hie.
100
100%
Schedule .1
4816-4348-6975 v2 [94961-2]