LONDON:622803.15

Execution

THE PARTIES SET OUT IN SCHEDULE 1

as Original Subordinated Creditors

and

THE PARTIES SET OUT IN SCHEDULE 2

as Original Debtors

as Senior Agent

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

Dated 28 April 2020

SUBORDINATION AGREEMENT

LONDON:622803.15

Table of Contents 1. DEFINITIONS AND INTERPRETATION ............................................................................................. 3 2. SUBORDINATION .................................................................................................................................. 7 3. SUBORDINATION ON INSOLVENCY ................................................................................................. 7 4. COVENANTS .......................................................................................................................................... 9 5. CONSENTS ............................................................................................................................................ 11 6. CHANGES TO THE PARTIES ............................................................................................................. 11 7. AMENDMENTS .................................................................................................................................... 13 8. REPRESENTATIONS............................................................................................................................ 13 9. SEVERABILITY .................................................................................................................................... 14 10. NOTICES ................................................................................................................................................ 14 11. PROTECTION OF SUBORDINATION ................................................................................................ 15 12. RIGHTS AND RESPONSIBILITIES OF THE SENIOR AGENT ........................................................ 17 13. TREATMENT OF DISTRIBUTION ..................................................................................................... 18 14. MISCELLANEOUS ............................................................................................................................... 18 15. WAIVERS .............................................................................................................................................. 19 16. ENTIRE AGREEMENT ......................................................................................................................... 20 17. PARTIAL INVALIDITY ....................................................................................................................... 20 18. COUNTERPARTS ................................................................................................................................. 20 19. GOVERNING LAW ............................................................................................................................... 20 20. JURISDICTION...................................................................................................................................... 20 NAME .............................................................................................................................................................. 20 COMPANY NUMBER ........................................................................................................................................ 20

3

(B) The parties hereto have agreed to enter into this Agreement for the purpose of effecting the

subordination arrangements referred to in recital (A) above.

THIS AGREEMENT PROVIDES:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following terms shall have the following meanings:

“Accession Undertaking” means a deed substantially in the form set out in Schedule 3

(Form of Accession Undertaking).

“Authorisation” has the meaning given to it in the Facilities Agreement.

“Business Day” has the meaning given to it in the Facilities Agreement.

“Creditor” means the Senior Creditors and the Subordinated Creditors.

“Debt Documents” means the Senior Finance Documents and the Subordinated Finance

Documents.

“Debtor” means an Original Debtor and any person which becomes a Party as a Debtor

in accordance with the terms of Clause 6 (Changes to the Parties).

“Debtor Liabilities” means, in relation to any member of the Group, any Liabilities owed

to an Original Debtor (whether actual or contingent and whether incurred solely or jointly)

by that member of the Group in respect of any proceeds of utilisation under the

Subordinated Finance Documents that has been on-lent by an Original Debtor to such

member of the Group.

Subordinated Liabilities owed to it on the terms set out in this Agreement.

Debtors on the condition that the Subordinated Creditors agree to subordinate all Facilities Agreement, the incurrence of the Subordinated Liabilities by the Original

(A) The Senior Creditors (as defined below) have agreed to permit, under the terms of the

WHEREAS:

Debtors").

(3) THE PARTIES SET OUT IN SCHEDULE 2 (Original Debtors) (the "Original

“Original Subordinated Creditors”); and

(2) THE PARTIES SET OUT IN SCHEDULE 1 (Original Subordinated Creditors) (the

“Original Senior Agent”);

its capacity as facility agent under the Facilities Agreement (as defined below) (the

(1) THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, in

BETWEEN:

A SUBORDINATION AGREEMENT made on 28 April 2020

4

“Facilities Agreement” means the US$200,000,000 secured term and revolving facilities

agreement dated 30 November 2017 as amended from time to time including by

amendment letters dated 21 December 2018, 6 May 2019, 5 September 2019 and 28

November 2019, 23 December 2019, 11 February 2020 and 25 March 2020 and as further

amended by an amendment letter dated on or about the date of this Agreement and made

between, among others, the Senior Agent, PureCircle Trading SDN BHD as borrower,

and the financial institutions listed in Part 2 of Schedule 1 therein as lender.

“Final Discharge Date” means the date on which the Senior Agent confirms that all

moneys and liabilities whatsoever which now are or at any time hereafter may become due,

owing or payable to the Finance Parties in respect of the Senior Debt have been

unconditionally and irrevocably repaid in full and the Finance Parties have no further

liability (actual or contingent) in respect of the Senior Debt (including, for the avoidance

of doubt, any obligation to provide financial accommodation to any of the Debtors under

any of the Senior Finance Documents);

“Group” has the meaning given to it in the Facilities Agreement.

"HSBC Malaysia" means The Hong Kong and Shanghai Banking Corporation Limited,

Offshore Banking Unit Labuan, Malaysia.

"HSBC USA" means HSBC Bank USA, National Association.

"Indemnity" means the counter-indemnity dated on or around the date hereof and

entered into between the Original Debtors and Ingredion, pursuant to which (among other

things) the Debtors agree to indemnify Ingredion in respect of any payment made by

Ingredion in connection with any claim or demand under or pursuant to the SBLC which

is made against Ingredion by HSBC USA in accordance with the terms of the SBLC.

"Ingredion" means Ingredion Incorporated.

“Insolvency Event” means the occurrence of an event falling with clause 22.6 (Insolvency)

or clause 22.7 (Insolvency proceedings) of the Facilities Agreement in respect of any

Debtor.

“Liabilities” means all present and future liabilities and obligations at any time of any

Debtor or any member of the Group to any Creditor under the Debt Documents (including

by way of the grant of Security under such documents), both actual and contingent and

whether incurred solely or jointly or in any other capacity together with any of the

following matters relating to or arising in respect of those liabilities and obligations:

(a) any permitted refinancing, novation, deferral or extension of those obligations or

liabilities;

(b) any claim for breach of representation, warranty or undertaking or on an event of

default or under any indemnity given under or in connection with any document or

agreement evidencing or constituting any other liability or obligation falling within

this definition;

(c) any further advance which may be made under any agreement expressed to be

5

supplemental to any document in respect of those obligations or liabilities, together

with all related interest, fees and costs;

(d) any claim for damages or restitution; and

(e) any claim as a result of any recovery by any Debtor of a Payment on the grounds

of preference or otherwise,

and any amounts which would be included in any of the above but for any discharge, non-

provability, unenforceability or non-allowance of those amounts in any insolvency or other

proceedings.

“Party” means a person that is party to this Agreement.

“Payment” means, in respect of any Liabilities (or any other liabilities or obligations), a

payment, prepayment, repayment, redemption, repurchase, defeasance or discharge of

those Liabilities (or other liabilities or obligations).

“Permitted Payments” means a Payment that is made in respect of

(a) any non-cash interest or fees made by way of the capitalisation of such interest or

fees or by the issuance of a non-cash pay financial instrument evidencing the same

which is subordinated to the Senior Liabilities on the same terms as the

Subordinated Liabilities;

(b) the payment of interest payable in the ordinary course of business (for the

avoidance of doubt, not extending to default interest or late payment interest) and

the roll-over of Loans (as such term is defined in the Subordinated Facility

Agreement) where applicable under the Subordinated Facility Agreement;

(c) payments under the Indemnity in respect of the reimbursement to Ingredion of

accrued letter of credit fees incurred in respect of the SBLC in an aggregate

amount up to but not exceeding 1.50% of the total credit available under the

SBLC; or

(d) any amount to which the Senior Agent, acting on the instruction of the Majority

Lenders under (and as defined in the Facilities Agreement), has given prior consent.

"PureCircle" means PureCircle Limited, a company incorporated in Bermuda with

registration number 40431 and whose registered office is at Clarendon House, 2 Church

Street, Hamilton HM11 Bermuda.

"SBLC" means the standby letter of credit of up to USD33,000,000 dated on or around

the date of this Agreement issued by HSBC USA in favour of HSBC Malaysia in respect

of the principal, interest, cost and other monies due and payable under the Subordinated

Facility Agreement.

"SBLC Payment" means any payment made by HSBC USA to HSBC Malaysia pursuant

to the SBLC.

6

“Senior Agent” means the Original Senior Agent and any other person who becomes a

Party as Senior Agent in accordance with the terms of clause 6 (Changes to the Parties).

“Senior Creditors” means the Senior Agent, the Senior Lenders and the other “Finance

Parties” as defined in the Facilities Agreement.

“Senior Finance Documents” means the Facilities Agreement, this Agreement and each

other “Finance Document” under and as defined in the Facilities Agreement.

"Senior Lenders" means the "Lenders" under (and as defined in) the Facilities

Agreement.

“Senior Liabilities” means the Liabilities owed by the Debtors to the Senior Creditors

under or in connection with the Senior Finance Documents.

“Subordinated Creditors” means the Original Subordinated Creditors and any other

person who becomes a Party as Subordinated Creditor in accordance with the terms of

clause 6 (Changes to the Parties).

"Subordinated Facility Agreement" means the revolving credit facility agreement dated

on or around the date hereof and entered into between PureCircle and HSBC Malaysia.

“Subordinated Finance Documents” means the Subordinated Facility Agreement and

the Indemnity or any other documents designated by the Borrower and the Senior Agent

as a "Subordinated Finance Document".

“Subordinated Liabilities” means the Liabilities owed by the Debtors to the Subordinated

Creditors under or in connection with the Subordinated Finance Documents.

1.2 The rules of construction contained in clauses 1.2 (Construction) and 1.6 (Currency

symbols and definitions) of the Facilities Agreement shall apply to the construction of this

Agreement, or in any notice given under or in connection with this Agreement, except that

references to the Facilities Agreement shall be construed as references to this Agreement.

In addition, the “original form” of a Debt Document or any other agreement or instrument

is a reference to that Debt Document, agreement or instrument as originally entered into;

1.3 Capitalised terms defined in the Facilities Agreement have the same meaning in this

Agreement unless expressly defined in this Agreement;

1.4 Any covenant of a Debtor or the Subordinated Creditors under this Agreement (other than

a payment obligation which has been discharged) remains in force until the Final Discharge

Date;

1.5 If the Senior Agent considers that an amount paid to a Finance Party under or in connection

with a Senior Finance Document is capable of being avoided or otherwise set aside on the

liquidation or administration of the payer or otherwise, then that amount shall not be

considered to have been irrevocably paid for the purposes of this Agreement.

1.6 Unless expressly provided to the contrary in this Agreement, a person who is not a Party

has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy

7

any term of this Agreement.

1.7 Subject paragraph 7.1 of Clause 7 (Amendments), but otherwise not withstanding any

term of any Finance Document, the consent of any person who is not a Party is not

required to rescind or vary this Agreement at any time.

2. SUBORDINATION

2.1 Each of the Original Debtors and Subordinated Creditors agree that, until the Final

Discharge Date:

(a) the Subordinated Liabilities and the Debtor Liabilities are postponed and

subordinated to the Senior Liabilities in the manner provided in this Agreement;

(b) in the event of a Subordinated Creditor or an Original Debtor receiving or

recovering any payment or distribution in cash or in kind in respect of, or on account

of or in relation to, any of the Subordinated Liabilities or Debtor Liabilities

(including by way of set-off) from any member of the Group at any time other than

by means of a Permitted Payment, that Subordinated Creditor or Original Debtor

(as applicable) shall hold such sum on trust for the benefit of the Senior Creditors

and promptly pay such sum received or recovered to the Senior Agent for the

account of the Senior Creditors in accordance with the Senior Finance Documents

promptly after receiving or recovering the same for application towards the Senior

Liabilities; and

(c) if, for any reason, any of the Subordinated Liabilities or Debtor Liabilities is

discharged in any manner including (but not limited to) by set-off (except in any

case by means of a Permitted Payment or in respect of the Subordinated Facility

Agreement, by way of any SBLC Payment), the Subordinated Creditors or

Original Debtor (as applicable) shall promptly pay to the Senior Agent an amount

equal to the sum discharged for application towards the Senior Liabilities.

2.2 This Agreement does not purport to rank any of the Subordinated Liabilities or Debtor

Liabilities as between themselves.

3. SUBORDINATION ON INSOLVENCY

3.1 Subordination events

If any Insolvency Event occurs the Debtor Liabilities and the Subordinated Liabilities shall

be subordinate in right of payment to the Senior Liabilities.

3.2 Consequences of insolvency

Upon the occurrence of an Insolvency Event in relation to any member of the Group, until

the occurrence of the Final Discharge Date:

(a) the Senior Agent may:

(i) claim, enforce and prove for any Senior Liabilities or any Debtor

8

Liabilities owed by that member of the Group;

(ii) file claims and proofs, give receipts, take any proceedings and do all other

things as the Senior Agent considers reasonably necessary to recover any

Senior Liabilities owed by that member of the Group; and

(iii) receive all distributions on or on account of any Subordinated Liabilities or

Debtor Liabilities (up to a maximum of an amount equal to the Senior

Liabilities) for application against the Senior Liabilities, provided that any

surplus distribution received by the Senior Agent after the Senior Liabilities

have been discharged in full shall be applied by the Senior Agent in payment

to the Subordinated Creditors towards the discharge of the Subordinated

Liabilities;

(b) each Subordinated Creditor may claim, enforce and prove for any Subordinated

Liabilities or any Debtor Liabilities owed to such Subordinated Creditor by that

member of the Group and hereby irrevocably authorises, empowers and appoints

Senior Agent its agent and attorney-in-fact to execute, verify, deliver and file (but

not vote) such proofs of claim upon the failure of such Subordinated Creditor

promptly to do so prior to 30 days before the expiration of the time to file any

such proof of claim; provided Senior Agent shall have no obligation to execute,

verify, deliver, file and/or vote any such proof of claim;

(c) each Subordinated Creditor agrees not to initiate, prosecute or participate in any

claim, action or other proceeding challenging the enforceability, validity,

perfection or priority of the Senior Liabilities or any liens and security interests

securing the Senior Liabilities; and

(d) each Original Debtor and the Subordinated Creditors shall:

(i) hold all payments and distributions in cash or in kind it receives in respect

of, or on account of or in relation to, any Debtor Liabilities or Subordinated

Liabilities owed by the relevant member of the Group and which is made as

a result of, or after, the occurrence of the Insolvency Event in respect of that

member of the Group (up to a maximum of an amount equal to the Senior

Liabilities) on trust for the Senior Agent;

(ii) promptly pay any such payment or distribution to the Senior Agent for

application towards the discharge of the Senior Liabilities; and

(iii) direct the liquidator, receiver, administrative receiver, administrator,

compulsory manager, assignee or other person distributing the assets of the

relevant member of the Group or their proceeds to pay all payments and

distributions in respect of, or on account of or in relation to, the Debtor

Liabilities or the Subordinated Liabilities (up to a maximum of an amount

equal to the Senior Liabilities) direct to the Senior Agent

provided that (A) any surplus payment or distribution received or held by the

Senior Agent after the Senior Liabilities have been discharged in full shall be

applied by the Senior Agent in payment to the Subordinated Creditors towards the

9

discharge of the Subordinated Liabilities and (B) this paragraph (d) shall not

apply to any SBLC Payment made in respect of HSBC Malaysia's liabilities under

the Subordinated Facility Agreement.

3.3 Further assurance

The Subordinated Creditors and the Debtors shall promptly take whatever action the Senior

Agent may require to give effect to this Clause 3.

4. COVENANTS

4.1 Each Subordinated Creditor covenants that, until the occurrence of the Final Discharge

Date:

(a) it shall not:

(i) assign, sell or dispose of any of the Subordinated Liabilities owed to it, other

than (subject always to the terms of the Subordinated Facility Agreement),

to another Subordinated Creditor or any person who (if not already a Party

as a Subordinated Creditor) has acceded to this Agreement as a

Subordinated Creditor in accordance with clause 6 (Changes to the Parties);

(ii) accelerate any of the Subordinated Liabilities or make any declaration that

the Subordinated Liabilities is prematurely due and payable, or that the

Subordinated Liabilities is payable on demand (other than in respect of a

Permitted Payment or to the extent such Subordinated Creditor determines

that this necessary to make a demand for payment to preserve any claim or

its rights and remedies against an Obligor);

(iii) save as provided in Clause 3 (Insolvency Event) above:

(A) enforce any Subordinated Liabilities by execution or otherwise; or

(B) make any demand in relation to or receive any payment of, or any

distribution in respect or on account of any Subordinated Liabilities,

whether in cash or in kind from any source (unless it is a Permitted

Payment or a SBLC Payment);

(iv) receive any Payment in respect of any Subordinated Liabilities from any

member of the Group unless it is a Permitted Payment;

(v) allow any Subordinated Liabilities owed to it to be evidenced by a

negotiable instrument;

(vi) take or omit to take any action which might impair the priority or

subordination achieved or intended to be achieved by this Agreement;

(vii) agree to amend, waive or release any term of any agreement evidencing the

terms of the Subordinated Liabilities (including, for the avoidance of doubt,

any term of the Subordinated Finance Documents) unless the prior consent

10

of the Senior Agent is obtained;

(viii) initiate or take any steps (whether by petition, convening a meeting, voting

for a resolution or otherwise) in respect of any Subordinated Liabilities

owed to it with a view to:

(A) any winding up, administration, insolvency, reorganisation or

dissolution proceedings in respect of any member of the Group or a

moratorium in relation to any indebtedness of any member of the

Group;

(B) any composition, compromise, assignment or arrangement with the

creditors of any member of the Group;

(C) any analogous procedure or step in relation to any member of the

Group in any jurisdiction; or

in each case, without the prior written consent of the Senior Agent

(ix) bring or support any legal proceedings against any member of the Group in

respect of the Subordinated Liabilities owed to it; or

(x) otherwise exercise any remedy under the Subordinated Finance Documents

for the recovery of any Subordinated Liabilities against any member of the

Group.

(b) it shall not receive any security for or with respect to the Subordinated Liabilities

from any member of the Group;

(c) it shall:

(i) notify the Senior Agent of any event of default or potential event of default

under their respective Subordinated Finance Documents promptly upon

becoming aware of its occurrence; and

(ii) upon request by the Senior Agent, notify the Senior Agent of details of the

amount of the Subordinated Liabilities owing to the Subordinated Creditors;

and

(d) it shall not permit any other member of the Group to assume Subordinated

Liabilities and shall not receive any guarantee or indemnity or other similar

assurance credit support, of or with respect to the Subordinated Liabilities, from

any other member of the Group unless it has satisfied the conditions set forth in

Schedule 4 (Conditions to Assumption of Liabilities) to the satisfaction of the

Senior Agent (acting on the instructions of the Majority Lenders), acting

reasonably and in good faith.

4.2 The Debtors shall not (and shall procure that no other member of the Group will), until the

Final Discharge Date:

(a) make any Payment in respect of any Subordinated Liabilities unless it constitutes a

11

Permitted Payment;

(b) allow any person to purchase or acquire any of the Subordinated Liabilities unless

that person is another Subordinated Creditor or (if not already a Party as a

Subordinated Creditor) has acceded to this Agreement as a Subordinated Creditor

in accordance with clause 6 (Changes to the Parties);

(c) receive any Payment in respect of any Debtor Liabilities from any member of the

Group unless it is a Payment made to facilitate (and solely to the extent that it

facilitates) any Permitted Payment;

(d) allow any Subordinated Liabilities to be evidenced by a negotiable instrument;

(e) agree to amend, waive or release any term of any agreement evidencing the terms

of the Subordinated Liabilities (including, for the avoidance of doubt, any term of

the Subordinated Finance Documents) unless the prior consent of the Senior Agent

is obtained; or

(f) take or omit to take any action which might impair the priority or subordination

achieved or intended to be achieved by this Agreement.

4.3 If the Senior Liabilities are wholly or partially paid out of any proceeds received in

respect of or on account of the Subordinated Liabilities, each Subordinated Creditor will

to the extent of its share of such payment be subrogated to the Senior Liabilities so paid

(and all securities and guarantees for that Senior Liabilities) but not before the Final

Discharge Date has occurred.

5. CONSENTS

5.1 The Subordinated Creditors shall not have any remedy against any member of the Group

or any Senior Finance Party by reason of any transaction entered into between a Senior

Finance Party and a member of the Group (including any Finance Document) which may

conflict with or constitute a default under any Subordinated Finance Document.

5.2 Any waiver or consent granted by or on behalf of any Senior Finance Party in respect of

any Senior Finance Document will also be deemed to have been given by the Subordinated

Creditors, if any transaction or circumstances would, in the absence of that waiver or

consent by the Subordinated Creditors conflict with or constitute a default under any

Subordinated Finance Document.

6. CHANGES TO THE PARTIES

6.1 No person shall become a Senior Agent unless, at the same time, it accedes to this

Agreement in such capacity pursuant to an Accession Undertaking.

6.2 A Subordinated Creditor may only assign any of its rights and benefits or transfer by

novation any of its rights, benefits and obligations in respect of any Subordinated Finance

Documents or the Subordinated Liabilities if:

(a) that assignment or transfer is in accordance with the terms of the Subordinated

12

Facility Agreement or the Indemnity (as the case may be); and

(b) any assignee or transferee has (if not already party to this Agreement as a

Subordinated Creditor) acceded to this Agreement, as a Subordinated Creditor,

pursuant to Clause 6.4 below; and

(c) the Senior Agent has performed all necessary “know your customer” or other

similar checks under all applicable laws and regulations in relation to such

assignment or transferee, the completion of which the Senior Agent shall

promptly notify to the existing Subordinated Creditor and the proposed

Subordinated Creditor.

6.3 With effect from the date that an Accession Undertaking is duly executed and delivered by

the relevant acceding party to PureCircle and the Senior Agent or, if later, the date

specified in that Accession Undertaking:

(a) any Party ceasing to be a Subordinated Creditor shall be discharged from further

obligations towards the Senior Creditors and the other Parties under this Agreement

and their respective rights against one another shall be cancelled (except in each

case for those rights which arose prior to that date); and

(b) as from that date the replacement or new Subordinated Creditor shall assume the

same obligations and become entitled to the same rights, as if it had been an original

party in the capacity as Subordinated Creditor.

6.4 PureCircle shall procure that a member of the Group shall only incur Subordinated

Liabilities and accede to this Agreement in accordance with this Clause 6, if it has

previously given any guarantee, indemnity or other similar assurance against loss in

respect of the Senior Liabilities or contemporaneously with the incurrence of Subordinated

Liabilities it also guarantees, indemnifies or provides other similar assurance against loss

in respect of the Senior Liabilities and procures that such member of the Group accedes to

this Agreement in accordance with this Clause 6.

6.5 If in accordance with this Clause 6, any Obligor:

(a) incurs Subordinated Liabilities; or

(b) gives any guarantee, indemnity or other similar assurance against loss in respect of

the Subordinated Liabilities,

PureCircle will procure that the person incurring those Liabilities or giving that

guarantee, indemnity or other similar assurance accedes to this Agreement as a Debtor, in

accordance with Clause 6.6 below and Schedule 4 (Conditions to Assumption of

Liabilities), no later than contemporaneously with the incurrence or assumption of those

Liabilities or the giving of that guarantee, indemnity or similar assurance.

6.6 With effect from the date of that an Accession Undertaking is duly executed and delivered

by the relevant acceding party to the Senior Agent or, if later, the date specified in the

Accession Undertaking, the new Debtor shall assume the same obligations and become

entitled to the same rights as if it had been an original Party to this Agreement as a Debtor.

13

6.7 Save as expressly provided for in this Clause 6, neither the Debtors nor the Subordinated

Creditors may assign any of their rights or transfer any of their rights or obligations under

this Agreement without the prior consent of the Senior Agent.

6.8 Any Senior Finance Party may assign or otherwise dispose of all or any of its rights under

this Agreement in accordance with the Senior Finance Documents to which it is a party.

6.9 References to the Senior Agent in this Agreement include any successor Senior Agent

appointed under the Facilities Agreement.

7. AMENDMENTS

7.1 No variation of this Agreement shall be valid unless it is in writing and signed by

PureCircle on behalf of the Original Debtors, the Senior Creditors and the Subordinated

Creditors.

7.2 Unless expressly agreed, no variation shall constitute a general waiver of any provisions of

this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to

this Agreement which have already accrued up to the date of variation, and the rights and

obligations of the parties under or pursuant to this Agreement shall remain in full force and

effect, except and only to the extent that they are so varied.

8. REPRESENTATIONS

8.1 Each Subordinated Creditor and each Original Debtor (or, in respect of sub-paragraph (f)

below, the Original Debtors only) represents and warrants, as to itself only, to the Senior

Agent that:

(a) it is a corporation, duly incorporated or formed and validly existing under the

laws of its jurisdiction of incorporation;

(b) it has full corporate authority, power and capacity to enter into and carry out its

obligations under this Agreement and that all necessary acts and things have been

taken or done to enable it lawfully to enter into and carry out its obligations under

this Agreement;

(c) this Agreement creates obligations which are valid and binding on it and

enforceable in accordance with their terms;

(d) the entry into and performance by it of this Agreement does not and will not (i)

conflict with any law or regulation applicable to it, its constitutional documents or

any agreement or instrument binding upon it or any of its assets; or (ii) constitute a

default or termination event (howsoever described) under any agreement or

instrument binding on it or any of its assets;

(e) in the case of a Subordinated Creditor, it is the sole legal and beneficial owners of

the Subordinated Liabilities owed to it; and

(f) HSBC USA has no direct claim or right to claim against any Debtor in relation to

(A) any SBLC Payment or (B) any claim it may have against Ingredion

14

Incorporated in connection with any SBLC Payment.

8.2 All the representations and warranties in this Clause 8 are made by Each Subordinated

Creditor and each Original Debtor on the date of this Agreement.

8.3 Each representation or warranty deemed to be made after the date of this Agreement shall

be deemed to be made by reference to the facts and circumstances then existing.

9. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, then such

provision shall (so far as invalid or unenforceable) be given no effect and shall be deemed

not to be included in this Agreement but without invalidating any of the remaining

provisions of this Agreement.

10. NOTICES

10.1 All notices or other communications under or in connection with this Agreement shall be

given in writing and shall be delivered by hand or by overnight courier service, mailed by

certified or registered mail or facsimile or email. Any such notice will be deemed to be

given as follows:

(a) if by hand, courier service or mail, when delivered;

(b) if by facsimile, when received; and

(c) if by email, when actually received.

A notice given in accordance with the above but received on a non-working day or after

business hours in the place of receipt will only be deemed to be given at opening of business

on the next working day in that place.

10.2 The relevant addresses and fax numbers and email addresses of any Party for the purpose

of this clause 10 shall be those set out below or such other address as otherwise notified to

the other Parties by not less than 5 Business Days’ notice:

The Senior Agent

The Hongkong and Shanghai Banking Corporation Limited

Level 30, HSBC Main Building,

1 Queen’s Road Central,

Hong Kong

Fax: +852 3478 9198

Attention: Issuer Services

The Subordinated Creditors

Ingredion Incorporated

5 Westbrook Corporate Center

15

Westchester, Illinois 60154

USA,

Attention: Kevin Wilson, Vice President and Corporate Treasurer

(Telecopy No. (708) 551-2630),

CC: Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance

Officer

HSBC Malaysia

The Hongkong and Shanghai Banking Corporation Limited

Offshore Banking Unit Labuan

Level 11(B1), Main Office Tower, Financial Park Labuan,

Jalan Merdeka, 87000 Wilayah Persekutuan Labuan, Malaysia.

Attention: Joel Ng Han Yang

VP, Relationship Manager | International Subsidiary Banking

Phone: +60 3 889 41110

Email: joel.han.yang.ng@hsbc.com.my

The Original Debtors

PureCircle Limited

Level 12, Rohas PureCircle

9, Jalan P. Ramlee

50250 Kuala Lumpur

Malaysia

Tel: +60 (3) 2380-9300

Email: chinyf@purecircle.com

Attention: Chin Yoong Foo

or as otherwise notified to the other Parties by not less than 5 Business Days’ notice.

10.3 All notices under or in connection with this Agreement shall be in the English language.

11. PROTECTION OF SUBORDINATION

11.1 Continuing subordination

The subordination provisions in this Agreement constitute a continuing subordination and

will benefit the ultimate balance of the Senior Liabilities, regardless of any intermediate

payment or discharge in whole or in part.

11.2 Waiver of defences

The subordination in this Agreement and the obligations of the Debtors and the

Subordinated Creditors under this Agreement will not be affected by any act, omission,

matter or thing (whether or not known to the Debtors or the Subordinated Creditors or

16

any Senior Finance Party) which, but for this provision, would reduce, release or

prejudice the subordination or any of those obligations. This includes:

(a) any time or waiver or consent granted to, or composition with, any person;

(b) any release of any person under the terms of any composition or arrangement;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or

neglect to perfect, take up or enforce, any rights against, or security over assets of,

any person or any non-presentation or non-observance of any formality or other

requirement in respect of any instrument or any failure to realise the full value of

any security;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or

change in the members or status of any person;

(e) any amendment of any Senior Finance Document or any other document or security

including without limitation any change in the purpose of, any extension of or any

increase in any facility or the addition of any new facility under any Senior Finance

Document or other document or security;

(f) any unenforceability, illegality, invalidity or non-provability of any obligation of

any person under any Senior Finance Document or any other document or security;

or

(g) any insolvency, resolution or similar proceedings.

11.3 Immediate recourse

The Subordinated Creditors waives any right it may have of first requiring any Senior

Finance Party (or any trustee or other agent on its behalf) to proceed against or enforce any

other rights or security or claim payment from any person before claiming the benefit of

this Agreement. This waiver applies irrespective of any law or any provision of a Finance

Document to the contrary.

11.4 Appropriations

Until the Final Discharge Date, each Senior Finance Party (or any trustee or agent on its

behalf) may:

(a) refrain from applying or enforcing any other moneys, security or right held or

received by that Senior Finance Party (or any trustee or agent on its behalf) against

the Senior Debt, or apply and enforce the same in such manner and order as it sees

fit (whether against the Senior Debt or otherwise) and the Subordinated Creditors

shall not be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from the

Subordinated Creditors or on account of the Subordinated Creditors’ liability under

this Agreement.

11.5 Deferral of Debtors’ and Subordinated Creditors’ rights

17

(a) Until the Final Discharge Date or the Senior Agent otherwise directs, the Debtor

and the Subordinated Creditors will not exercise any rights which it may have by

reason of performance by it of its obligations under this Agreement or by reason of

any amount being payable, or liability arising under this Clause 11:

(i) to be indemnified by an Obligor;

(ii) to claim any contribution from any other guarantor of any Obligor's

obligations under the Senior Finance Documents;

(iii) to take the benefit (in whole or in part and whether by way of subrogation

or otherwise) of any rights of the Senior Finance Parties under the Senior

Finance Documents or of any other guarantee or security taken pursuant to,

or in connection with, the Senior Finance Documents by any Senior Finance

Party;

(iv) to bring legal or other proceedings for an order requiring any Obligor to

make any payment, or perform any obligation, in respect of which the

Subordinated Creditors has given a guarantee, undertaking or indemnity

under this Clause 11;

(v) to exercise any right of set-off against any Obligor; and/or

(vi) to claim or prove as a creditor of any Obligor in competition with any Senior

Finance Party.

(b) If a Debtor or the Subordinated Creditor receives any benefit, payment or

distribution in relation to such rights set out in paragraph (a) above it shall hold

that benefit, payment or distribution to the extent necessary to enable all amounts

which may be or become payable to the Senior Finance Parties by the Obligors

under or in connection with the Senior Finance Documents to be repaid in full on

trust for the Senior Finance Parties and shall promptly pay or transfer the same to

the Senior Agent or as the Senior Agent may direct for application in accordance

with the Facilities Agreement.

(c) Notwithstanding the foregoing, in no event shall this section 11.5 prohibit the

receipt of any Permitted Payment.

12. RIGHTS AND RESPONSIBILITIES OF THE SENIOR AGENT

12.1 Rights and responsibilities of the Senior Agent

The Senior Agent will not be liable to the Subordinated Creditors for the manner of exercise

of or for any non-exercise of its powers under this Agreement or failure to collect or

preserve the Subordinated Liabilities.

12.2 Indemnity

Each of the Debtors shall jointly and severally indemnify the Senior Agent and every

attorney appointed by it in respect of any cost, loss or liability incurred by it in connection

18

with any of its rights, powers, discretions and remedies under this Agreement, unless that

liability arises as a result of the Senior Agent's gross negligence, wilful misconduct or

fraud.

12.3 Non-derogation

Nothing in this Agreement in any manner affects the rights or remedies of any Senior

Finance Party under the Senior Finance Documents.

13. TREATMENT OF DISTRIBUTION

13.1 Non-cash distributions

If any Senior Finance Party receives any distribution otherwise than in cash in respect of

the Subordinated Liabilities from the Debtors or from any other source, the Senior

Liabilities will not be deemed reduced by the distribution until and except to the extent that

the realisation proceeds are applied towards the Senior Liabilities.

13.2 Transfer of distributions

Each of the Subordinated Creditors and the Debtors shall do anything which the Senior

Agent may reasonably require as being necessary or desirable to transfer to the Senior

Agent all payments and distributions which shall be made to or held in trust for the Senior

Finance Parties, including endorsements and execution of formal transfers.

13.3 Currencies

(a) All moneys received or held by the Senior Agent under this Agreement at any time

on or after the enforcement of this Agreement in a currency other than a currency

in which the Senior Liabilities is denominated may be sold for any one or more of

the currencies in which the Senior Liabilities is denominated and which the Senior

Agent considers necessary or desirable.

(b) The Debtors shall promptly indemnify the Senior Agent against any cost, loss or

liability incurred by any Senior Finance Party in relation to any sale. The Senior

Agent will have no liability to any Party in respect of any loss resulting from any

fluctuation in exchange rates after any such sale.

14. MISCELLANEOUS

14.1 Trust

Each of the Subordinated Creditors and the Debtors acknowledge that:

(a) the undertakings given by it and contained in this Agreement;

(b) the other rights, title and interests constituted by this Agreement; and

(c) all other monies and assets paid to, held by or received or recovered by the Senior

Agent under or in connection with this Agreement,

19

are held by the Senior Agent the benefit of and for and on behalf of the Senior Finance

Parties.

14.2 Power of attorney

Each of the Subordinated Creditors and the Debtors, by way of security for the obligations

of the Subordinated Creditor under this Agreement, irrevocably and severally appoints the

Senior Agent and any of its delegates or sub-delegates to be its attorney with full power

and authority to take any action which the Subordinated Creditor or the Debtors is obliged

to take under this Agreement but has failed to take. Each of the Subordinated Creditors

and the Debtors ratifies and confirms whatever any attorney does or purports to do under

its appointment under this Clause 14.2.

14.3 Set-off

A Senior Finance Party may set off any matured obligation due from the Subordinated

Creditors under this Agreement (to the extent beneficially owned by that Senior Finance

Party) against any matured obligation owed by that Senior Finance Party to the

Subordinated Creditor, regardless of the place of payment, booking branch or currency of

either obligation. If the obligations are in different currencies, the Senior Finance Party

may convert either obligation at a market rate of exchange in its usual course of business

for the purpose of the set-off.

14.4 Interest on demand

Without duplication of any default interest payable under any Debt Document, if any

Creditor or Debtor fails to pay any amount payable by it under this Agreement on its due

date, interest shall (to the extent such accrual does not result in any double counting under

the provisions of this Agreement and the provisions of the other Debt Documents) accrue

on the overdue amount (and be compounded with it) from the due date up to the date of

actual payment (both before and after judgment and to the extent interest at a default rate

is not otherwise being paid on that sum) at the rate which is 1 per cent per annum over the

rate at which the recipient was being offered, by leading banks in the London interbank

market, deposits in an amount comparable to the unpaid amounts in the currencies of those

amounts for any period(s) that the recipient may from time to time select.

14.5 Certificates and determinations

Any certification or determination by a Senior Finance Party of a rate or amount in respect

of any Senior Liabilities is, in the absence of manifest error, conclusive evidence of the

matters to which it relates.

15. WAIVERS

No failure or delay by any Party in exercising any right or remedy provided by law under

or pursuant to this Agreement shall impair such right or remedy or operate or be construed

as a waiver or variation of it or preclude its exercise at any subsequent time and no single

or partial exercise of any such right or remedy shall preclude any other or further exercise

of it or the exercise of any other right or remedy.

20

16. ENTIRE AGREEMENT

This Agreement and the other Debt Documents set out the entire agreement and

understanding between the parties in respect of the subject matter of this Agreement.

17. PARTIAL INVALIDITY

If, at any time, any provision of this Agreement is or becomes illegal, invalid or

unenforceable in any respect under any law of any jurisdiction, neither the legality, validity

or enforceability of the remaining provisions nor the legality, validity or enforceability of

such provision under the law of any other jurisdiction will in any way be affected or

impaired.

18. COUNTERPARTS

This Agreement may be executed in any number of counterparts and by the parties to it on

separate counterparts, each of which shall be an original but all of which together shall

constitute one and the same instrument.

19. GOVERNING LAW

This Agreement and any non-contractual obligations arising out of it shall be governed by,

and interpreted in accordance with, English law.

20. JURISDICTION

20.1 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in

connection with this Agreement (including a dispute relating to the existence, validity or

termination of this Agreement or any non-contractual dispute arising out of it (a “Dispute”)

20.2 The Parties agree that the courts of England are the most appropriate and convenient courts

to settle Disputes and accordingly no Party will argue to the contrary.

20.3 Notwithstanding paragraph 20.1 above, the Senior Agent shall be prevented from taking

proceedings relating to a Dispute in any other courts with jurisdiction. To the extent

allowed by law, the Senior Agent may take concurrent proceedings in any number of

jurisdictions.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement

and executed as a deed by the Subordinated Creditors and the Original Debtors, and is intended

to be and is delivered by them as a deed on the date specified above.

21

SCHEDULE 1

ORIGINAL SUBORDINATED CREDITORS

Ingredion Incorporated

The Hong Kong and Shanghai Banking Corporation Limited, Offshore Banking Unit Labuan,

Malaysia.

-20-

LONDON:622803.15

SCHEDULE 2

ORIGINAL DEBTORS

NAME COMPANY NUMBER JURISDICTION

PureCircle Limited 40431 Bermuda

PureCircle Trading Sdn Bhd 1140295-D Malaysia

PureCircle Sdn Bhd 578803-K Malaysia

PureCircle USA Inc. N/A Delaware, US

PureCircle (UK) Limited 07749843 England and Wales

PureCircle Mexico S.A. de

C.V.

492061-1 Mexico

-21-

LONDON:622803.15

SCHEDULE 3

FORM OF ACCESSION UNDERTAKING

To: THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as

Senior Agent under the Subordination Agreement mentioned below

PURECIRCLE LIMITED

From: [Acceding Debtor/Subordinated Creditor] [Date]

Accession Undertaking

This Accession Undertaking relates to a subordination agreement (the “Subordination

Agreement”) dated 2020 between, amongst others, PureCircle Limited as a debtor, The

Hongkong and Shanghai Banking Corporation Limited as the senior agent (the “Senior Agent”),

the parties listed in Schedule 1 therein as the original subordinated creditors and the parties listed

in Schedule 2 as the original debtors. Terms defined in the Subordination Agreement shall have

the same meaning in this Accession Undertaking.

1. [●] (the “[Acceding Debtor/Subordinated Creditor/Senior Agent]”) is, pursuant to this

Accession Undertaking, acceding to the Subordination Agreement as a

[Debtor/Subordinated Creditor/Senior Agent] and accordingly shall, subject to the terms

of this Accession Undertaking and the Subordination Agreement, become a

[Debtor/Subordinated Creditor/ Senior Agent] under the Subordination Agreement.

2. The [Debtor/Subordinated Creditor/Senior Agent] hereby:

(a) makes the representations and warranties set out in clause 8 of the Subordination

Agreement; and

(b) undertakes to perform in accordance with their terms all those obligations which by

the terms of the Subordination Agreement will be assumed by it as a

[Debtor/Subordinated Creditor/Senior Agent] and agrees that it shall be bound by

all the provisions of the Subordination Agreement, as if it had been an original

party thereto;

3. This Accession Undertaking and any non-contractual obligations arising out of or in

connection with it are governed by and interpreted in accordance with English law and

-22-

LONDON:622803.15

clauses 20 (Jurisdiction) of the Subordination Agreement is incorporated herein by

reference.

[Deed signature blocks to be inserted.]

-23-

LONDON:622803.15

SCHEDULE 4

CONDITIONS TO ASSUMPTION OF LIABILITIES

1. A form of Accession Undertaking and Accession Letter (as defined in and required by the

Subordinated Facility Agreement and the Facilities Agreement as the case may be), duly

executed by the Acceding Debtor.

2. A copy of the constitutional documents of the Acceding Debtor.

3. A copy of a resolution of the board of directors of the Acceding Debtor:

(a) approving the terms of, and the transactions contemplated by, the Accession

Undertaking, the Subordinated Facility Agreement or the Facilities Agreement as

the case may be, and resolving that it executes the relevant Debt Documents;

(b) authorising a specified person or persons to execute the Accession Undertaking and

the relevant Debt Documents on its behalf;

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all

other documents and notices to be signed and/or despatched by it under or in

connection with the Accession Undertaking and the relevant Debt Documents; and

(d) resolving that it is in the best interests of that Acceding Debtor to enter into the

transactions contemplated by the Accession Undertaking and the relevant Debt

Documents to which that Acceding Debtor is a party, giving reasons.

4. A specimen of the signature of each person authorised by the resolution referred to in

paragraph 3 above.

5. If required, a copy of a resolution signed by all the holders of the issued shares of the

Acceding Debtor, approving the terms of, and the transactions contemplated by, the

Accession Undertaking and the relevant Debt Documents to which the Acceding Debtor is

a party.

6. A certificate of the Acceding Debtor (signed by a director) confirming that borrowing or

guaranteeing, the obligations constituted by the Accession Undertaking and the relevant

Debt Documents to which that Acceding Debtor is a party would not cause any borrowing,

guaranteeing or similar limit binding on it to be exceeded.

7. A good standing certificate for any Acceding Debtor incorporated in the United States of

America from its jurisdiction of incorporation or organisation, dated not earlier than 5

Business Days prior to the date of the relevant Accession Undertaking and the relevant

Debt Documents to which that Acceding Debtor is a party.

8. A certificate of an authorised signatory of the Acceding Debtor certifying that each copy

document listed in this Schedule 4 is correct, complete and in full force and effect as at a

24

date no earlier than the date of the of the relevant Accession Undertaking and the relevant

Debt Documents to which that Acceding Debtor is a party.

9. A copy of any other Authorisation or other document, opinion or assurance which the

Senior Agent considers to be necessary or desirable (including any documents or

evidence to comply with “know your customer” checks) in connection with the entry into

and performance of the transactions contemplated by the Accession Letter or for the

validity and enforceability of any Finance Document.

10. A legal opinion in relation to English law from Allen & Overy LLP addressed to the

Senior Creditors.

11. A legal opinion as to the law of the jurisdiction of incorporation of the Acceding Debtor,

if other than England and Wales, from a law firm appointed by the Senior Agent

addressed to the Senior Creditors.

12. If the proposed Acceding Debtor is incorporated in a jurisdiction other than England and

Wales, evidence that the process agent specified in Clause 42.2 of the Facilities

Agreement (Service of process) if applicable has accepted its appointment in relation to

the proposed Acceding Debtor.

13. Evidence that any fee payable under Clause 24.3 of the Facilities Agreement (Additional

Guarantor accession fee) if applicable has been paid.