Zeon Specialty Materials lnc. COMPANY GUIDE

1 For the geographic growth and diversi cation of services in all facets of our corporate family, Zeon Specialty Materials , Inc.(ZSM) has been established to support our continuous improvement of customer service and ensuring the exibility required to best serve your needs. Zeon Specialty Materials , Inc.(ZSM) has been established as a wholly owned subsidiary of Zeon Corporation. The formation of ZSM, based in the heart of silicon valley (San Jose, CA), further strengthens our position in the US market and will provide greater ef GUIDE Specialty PlasticsZeon Specialty Materials 1731 Technology Drive, Suite 595, San Jose, CA 95110 TEL + FAX + GroupZeon CorporationZeon Europe GmbHZeon Trading (Shanghai) Co., Korea Co., Ltd. Zeon CSC CorporationZeon Asia Pte. India Private Limited USAJAPANEUROPEASIAZeon Specialty Materials Specialty Materials lnc. Optical Film Electronic Materials (Coating Insulation Materials /Resist/Etching agent (C5F8)) Lithium-ion Rechargeable Battery MaterialsTHE TERMS AND CONDITIONS SET FORTH HEREIN AND THE TERMS AND CONDITIONS SET FORTH IN THE FINAL QUOTATION PROVIDED BY ZSM (COLLECTIVELY, THIS agreement ) ARE ENTERED INTO BY AND BETWEEN THE PERSON OR ENTITY IDENTIFIED IN THE FINAL QUOTATION ( CUSTOMER ) AND ZEON Specialty Materials INC.

2 , A CALIFORNIA CORPORATION ( ZSM ). CUSTOMER ACCEPTS THE TERMS AND CONDITIONS SET FORTH HEREIN BY ITS WRITTEN ACCEPTANCE OF THE FINAL QUOTATION. Customer shall be deemed to accept the terms and conditions of this agreement in the event that Customer issues its purchase order for the Products to ZSM. 1. General: ZSM shall sell and deliver certain products (the Products ) to Customer, and Customer shall purchase from ZSM such Products, in accordance with the terms and conditions of this agreement . ZSM may use third parties to assist ZSM in performing its obligations under this agreement . 2. Delivery, Prices, Taxes, Payment: All prices set forth in the Final Quotation do not include federal, state and local withholding, excise, sales, use and similar taxes, fees, or charges imposed by any governmental authority.

3 Customer shall be responsible for any and all taxes levied on or with respect to the Products and shall reimburse ZSM for any such amounts. Unless otherwise stated in the Final Quotation, Payment shall be due from Customer net thirty (30) days after ZSM s invoice, which invoice may be delivered by ZSM to Customer at any time following ZSM s delivery of the relevant Product at the Place of Delivery. All payments shall be made to ZSM at the following address without set-off or deduction: 1731 Technology Drive Suite 595, San Jose, CA, USA 95110 All past due amounts shall be subject to finance charges of 2% per month on the unpaid balance or the maximum amount allowed by law, whichever is lower, and any costs incurred by ZSM in attempting to collect any unpaid balances from Customer. Payments shall be made by Customer to ZSM by wire transfer of immediately available funds, corporate check.

4 3. Cancellation and Rescheduling: ZSM will use commercially reasonable efforts to meet the delivery date(s) specified in the Final Quotation. The parties agree to work in good faith to address all supply related matters that are outside of the commercially reasonable control of ZSM. 4. Title and Risk of Loss: All sales are made ZSM s facility or other location designated by ZSM in the Final Quotation (the Place of Delivery ). Title and risk of loss shall transfer to Customer upon delivery of the Products to the Place of Delivery In the event of any default by Customer under this agreement , ZSM may decline to make further shipments of Products which shall not be deemed a breach or default by ZSM hereunder. 5. Notification of Shipment Errors: Customer shall notify ZSM of any rejection of product for failure to conform to this agreement , giving detailed reasons for the rejection, within ten (10) days after Customer s receipt of such product.

5 Failure of Customer to reject any product within that period shall constitute acceptance. If Customer fails to notify ZSM of any material shipping errors within the five (5) business-day period, all Products will be deemed accepted by Customer. Customer s sole remedy and ZSM s sole liability with respect to defective and/or nonconforming products is limited to the remedy, if any, specified in this agreement . 6. ZSM s Property - Acknowledgement of Ownership/Grant and Scope of License: Customer agrees that: (a) all trademarks, service marks, taglines, slogans, logos, designs, product names, brand names, characters, likenesses, copyrights, trade secrets, patents, trade dress, artwork, labels, specifications and manufacturing standards and other intellectual property owned or licensed to ZSM (collectively, the ZSM Intellectual Property ) shall remain the exclusive property of ZSM and such licensors, respectively; (b) Customer shall not contest the ownership or validity of any ZSM Intellectual Property; and (c) Customer shall not be a party, directly or indirectly, to any action disputing the validity or ownership or impairing the value of ZSM Intellectual Property.

6 7. Warranty: ZSM warrants to Customer only that the Products purchased from ZSM by Customer pursuant to this agreement shall be of merchantable quality as of the date such Products are delivered to the Place of Delivery ( Date of Delivery ). Any claim by Customer that any item of such Products fails to conform to this warranty must be made within Thirty (30) days after the Date of Delivery by Customer. In the event of any such claim, Customer shall give written notice to ZSM describing the alleged nonconformity and setting forth ZSM's shipment and serial numbers applicable to such Products. No Products are to be returned to ZSM by Customer under any circumstances in the absence of ZSM's specific written instructions and issuance of a return authorization. If Products purchased from ZSM are found by ZSM to fail to conform to this warranty, ZSM will, at its option, repair such Products, replace such Products or issue Customer a credit for the purchase price paid by Customer therefor.

7 THE ABOVE WARRANTY IS THE ONLY WARRANTY MADE BY ZSM TO CUSTOMER WITH RESPECT TO PRODUCTS AND IS IN LIEU OF ALL OBLIGATIONS OR LIABILITIES ON THE PART OF ZSM FOR DAMAGES, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE SALE, USE OR PERFORMANCE OF PRODUCTS. 8. Disclaimer of Warranties: ZSM DISCLAIMS ALL OTHER WARRANTIES WITH REGARD TO PRODUCTS SOLD PURSUANT TO THIS agreement , INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE. Customer is not relying upon any representation, statement or other assertion with respect to the nature or quality of Products. 9. Limitation of Liability: ZSM SHALL NOT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, NOR FOR ANY LOSS OF BUSINESS, LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS agreement , EVEN IF ZSM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, INCLUDING ANY LIABILITIES THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST CUSTOMER.

8 ZSM S TOTAL LIABILITY UNDER THIS agreement SHALL IN NO EVENT EXCEED THE PRICE PAID BY CUSTOMER TO ZSM FOR THE PRODUCTS. 10. Compliance with Law: Customer is in compliance with and shall comply with all applicable laws, regulations and ordinances, including without limitation, all import and export laws, rules and regulations, and the foreign corrupt practices act. Customer has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this agreement . In the event the Products are subject to the export license control of the Japanese or the government, the delivery of such Products by ZSM shall be conditioned upon obtaining such export license. Customer hereby agrees to cooperate with ZSM to the extent necessary, and promptly provide any information requested by ZSM, in connection with the application by ZSM for such export license.

9 11. Indemnification: Customer shall indemnify, defend and hold harmless ZSM and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this agreement and the cost of pursuing any insurance providers, in relation to, arising out of or resulting from any claim of a third party or ZSM arising out of or occurring in connection with the products purchased from ZSM or Customer's negligence, willful misconduct or breach of this agreement . Customer shall not enter into any settlement without ZSM's or Indemnified Party's prior written consent.

10 12. Confidential Information: All non-public, confidential or proprietary information of ZSM, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by ZSM to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with this agreement is confidential, solely for the use of performing this agreement and may not be disclosed or copied unless authorized by ZSM in writing. Upon ZSM's request, Customer shall promptly return all documents and other Materials received from ZSM. ZSM shall be entitled to injunctive relief for any violation of this Section.