DATED 9 APRIL 2020

INGREDION SRSS HOLDINGS LIMITED

- and –

PURECIRCLE LIMITED

IMPLEMENTATION AGREEMENT

Matter ref: 759815.000011

C1KJD/MEM/6677594.5

Hogan Lovells International LLP

Atlantic House, Holborn Viaduct, London EC1A 2FG

CONTENTS

CLAUSE PAGE

1. DEFINITIONS AND INTERPRETATION 1

2. PUBLICATION OF THE ANNOUNCEMENT 6

3. UNDERTAKINGS TO SATISFY THE CONDITIONS 7

4. IMPLEMENTATION OF THE SCHEME AND RIGHT TO SWITCH 9

5. SCHEME DOCUMENTATION 9

6. RESPONSIBILITY FOR INFORMATION 10

7. APPLICATION OF THE CODE AND APPOINTMENT OF CODE EXPERT 10

8. CONDUCT PENDING COMPLETION OF THE ACQUISITION 15

9. PURECIRCLE SHARE RIGHTS 16

10. TERMINATION 16

11. REPRESENTATIONS AND WARRANTIES 17

12. D&O INSURANCE 17

13. MISCELLANEOUS PROVISIONS 17

14. GOVERNING LAW AND JURISDICTION 20

SCHEDULES

1. ANNOUNCEMENT 22

2. THE PURECIRCLE SHARE RIGHTS 23

THIS AGREEMENT is made on 9 April 2020

BETWEEN:

(1) Ingredion SRSS Holdings Limited, a company incorporated in England and Wales with

registered number 12542326 and whose registered office is at Ingredion House

Manchester Green, 339 Styal Road, Manchester, United Kingdom, M22 5LW ("Bidco"),

and

(2) PureCircle Limited, a company incorporated in Bermuda with registered number 40431

and whose registered office is at Clarendon House 2 Church Street, Hamilton HM11,

Bermuda ("PureCircle").

RECITALS:

(A) Bidco, a company wholly-owned by Ingredion (as defined further below), wishes to acquire

the entire issued and to be issued share capital of PureCircle (the "Acquisition") on the

terms and subject to the conditions set out in the Announcement.

(B) The Parties intend the Acquisition to be implemented by means of the Scheme provided

that Bidco reserves the right, as set out in the Announcement, to elect to implement the

Acquisition by means of a Takeover Offer.

(C) The Parties have agreed to enter into this Agreement to set out certain mutual

commitments to regulate the basis on which they are willing to implement the Acquisition

and to record their respective obligations relating to such matters.

IT IS AGREED THAT:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, unless the context otherwise requires:

"2008 LTIP" means the PureCircle long-term incentive plan with a commencement date of

10 June 2008 and an expiry date of 9 June 2018;

"2017 LTIP" means the PureCircle long-term incentive plan adopted on 1 December 2017;

"Acquisition" shall have the meaning given in Recital (A);

"Action" means any legal, arbitral, administrative, regulatory or other action or proceeding;

"Advisers" means in relation to Bidco, each of Hogan Lovells International LLP and Hogan

Lovells US LLP and, in relation to PureCircle, Baker & McKenzie LLP, including (unless

the context requires otherwise) partners in and directors, members and employees of such

advisers;

"Announcement" means the press announcement in the agreed form set out in Schedule

1;

"Bermuda Companies Act" means the Bermuda Companies Act 1981, as amended;

"Bidco Appointees" has the meaning given to it in clause 7.4;

"Bidco Directors" means the directors of Bidco from time to time;

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"Bidco Group" means Bidco and its subsidiaries and subsidiary undertakings from time to

time and, where the context permits, each of them;

"Business Day" means a day (not being a Saturday) on which banks are open for general

banking business in the City of London;

"Bye-Laws" means the bye-laws of PureCircle as adopted by the shareholders on 19

October 2019;

"Cash Offer" means for each PureCircle Share 100 pence in cash;

"Clearance(s)" means all merger control, competition and regulatory approvals, consents,

clearances, permissions, waivers and “no objection” statements referred to in the

Conditions and all waiting periods that may need to have expired, from or under the laws,

regulations or practices applied by any relevant Regulatory Authority in connection with the

Acquisition or its implementation, and any reference to Clearances having been "satisfied"

shall be construed as meaning that the foregoing have been obtained or, where

appropriate, made or expired;

"Code" means the City Code on Takeovers and Mergers as from time to time amended

and interpreted by the Panel;

"Code Application Proposal" has the meaning given to it in clause 7.12;

"Code Committee" means the committee established pursuant to clause 7.4;

"Code Expert" means the expert who may be appointed in accordance with clause 7.11;

"Code Expert Prescribed Remedy" has the meaning given to it in clause 7.18;

"Code Question" has the meaning given to it in clause 7.11;

"Code Ruling" has the meaning given to it in clause 7.13;

"Conditions" means:

(a) for so long as the Acquisition is being implemented by means of the Scheme, the

conditions to the implementation of the Scheme as set out in Part A of Appendix 1

to the Announcement, as may be amended in writing by the Parties, and any other

conditions which are agreed in writing by the Parties; and

(b) for so long as the Acquisition is being implemented by means of a Takeover Offer,

the terms and conditions referred to in (a) above as agreed in writing by the Parties

in the Offer Document;

"Confidentiality Agreement" means the confidentiality letter between Ingredion and

PureCircle dated 11 January 2020;

"Court" means the Supreme Court of Bermuda;

"Court Hearing" means the hearing by the Court to sanction the Scheme and, if such

hearing is adjourned, references to the commencement of any such hearing shall mean

the commencement of the final adjournment thereof;

"Court Meeting" means the meeting of PureCircle Shareholders to be convened pursuant

to an order of the Court under section 99(1) of the Bermuda Companies Act for the purpose

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of considering and, if thought fit, approving the Scheme (with or without amendment),

including any adjournment thereof, notice of which is to be contained in the Scheme

Document;

"Defaulting Party" has the meaning given to it in clause 7.18;

"Effective" means in the context of the Acquisition:

(a) if the Acquisition is implemented by way of the Scheme, the Scheme having

become effective pursuant to its terms; or

(b) if the Acquisition is implemented by way of a Takeover Offer, such Takeover Offer

having been declared or become unconditional in all respects in accordance with

its terms;

"Effective Date" means the date upon which either:

(a) the Scheme becomes effective in accordance with its terms; or

(b) if Bidco elects to implement the Acquisition by means of a Takeover Offer in

accordance with clause 4.1, the Takeover Offer becoming or being declared

unconditional in all respects in accordance with its terms;

"Financial Adviser" means as used in relation to Bidco, Citi or its affiliates and, in relation

to PureCircle, means KPMG LLP, including (unless the context otherwise requires)

directors, officers and employees thereof;

"General Meeting" means the general meeting (or any adjournment, postponement or

reconvention thereof) of PureCircle to be convened in connection with the Acquisition;

"Ingredion" means Ingredion Incorporated a corporation incorporated in the State of

Delaware, USA;

"Law" means any applicable statute, common law, rule, regulation, ordinance, code, order,

judgement, injunction, writ, decree, directive, governmental guidelines or interpretations

having force of law or bylaws, in each case issued, administered or enforced by any

Regulatory Authority;

"Long Stop Date" means 5.00 pm on 30 November 2020 (or such later date (if any) as

may be agreed in writing between Bidco and PureCircle (as the Court may approve (if such

approval(s) are required);

"Loyalty Plan" means the retention awards granted to certain PureCircle Employees in

January and February 2020 (as amended from time to time);

"Non-Defaulting Party" has the meaning given to it in clause 7.18;

"Offer Document" means the offer document published by or on behalf of Bidco in

connection with any Takeover Offer to be sent to, among others, PureCircle Shareholders,

including any revised offer document, which will contain, among other things, the terms

and conditions of the Takeover Offer;

"Panel" means the Panel on Takeovers and Mergers;

"Parties" means Bidco and PureCircle;

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"PureCircle Appointees" has the meaning given to it in clause 7.4;

"PureCircle Board" means the board of directors of PureCircle from time to time;

"PureCircle Board Recommendation" means the unanimous recommendation of the

PureCircle Directors to the PureCircle Shareholders to vote or procure votes in favour of

the Scheme at the Court Meeting and the Resolutions to be proposed at the General

Meeting (for the avoidance of doubt, this does not include any recommendation or opinion

on the Share Alternative);

"PureCircle Directors" means the directors of PureCircle at the time of the Announcement

or, where the context so requires, from time to time;

"PureCircle Group" means PureCircle and its subsidiaries and subsidiary undertakings

from time to time and, where the context permits, each of them;

"PureCircle Remuneration Committee" means the remuneration committee formed

under the authority of the PureCircle Board;

"PureCircle Share Rights" means awards under the PureCircle Share Plans and, if the

board of PureCircle so determines, awards that are to be settled in shares under the Loyalty

Plan and in relation to the salary of the Chief Executive Officer of PureCircle;

"PureCircle Shares" means the existing unconditionally allotted or issued and fully paid

ordinary shares of US$0.10 each in the capital of PureCircle and any further such ordinary

shares as are unconditionally allotted or issued before the Acquisition becomes Effective;

"PureCircle Shareholders" means the holders of PureCircle Shares from time to time;

"PureCircle Share Plans" means the 2008 LTIP and the 2017 LTIP;

"Quorum" has the meaning given to it in clause 7.6;

"Regulatory Approvals" means:

(a) so long as the Acquisition is being implemented by means of the Scheme, the

conditions and approvals described in Condition(s) 3(a)-(d) (inclusive) of Part A of

Appendix 1 to the Announcement and any other regulatory and/or anti-trust

conditions and approvals that are required in connection with the Acquisition; and

(b) for so long as the Acquisition is being implemented by means of a Takeover Offer,

the conditions and approvals referred to in (a) above as agreed in writing by the

Parties in the Offer Document;

"Regulatory Authority" means any court or competition, anti-trust, national, supranational

or supervisory body or other government, governmental, trade or regulatory agency or

body, in each case in any jurisdiction, including the US Securities and Exchange

Commission, the European Commission, and the US Federal Trade Commission or the

Antitrust Division of the US Department of Justice, as the case may be under the Hart-

Scott-Rodino Antitrust Improvements Act of 1976, as amended;

"Relevant Period" means the period between the date of this Agreement and the earlier

to occur of: (i) the Effective Date, and (ii) the date of termination of this Agreement in

accordance with clause 10;

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"Representatives" means in relation to each Party, its Financial Advisers, Advisers,

directors, officers, employees, agents and consultants, and any individuals seconded to

work for such Party (including persons who, at the relevant time, occupied such position);

"Resolutions" means the resolutions to be proposed by PureCircle at the General Meeting

in connection with, amongst other things, the approval of the Scheme, the amendment of

PureCircle's Bye-Laws and such other matters as may be necessary to implement the

Scheme;

"Right to Switch" shall have the meaning given to it in clause 4.2;

"Scheme" means the scheme of arrangement proposed to be made under section 99 of

the Bermuda Companies Act between PureCircle and the PureCircle Shareholders to

implement the Acquisition, with or subject to any modification, addition or condition

approved or imposed by the Court (where applicable) and agreed by PureCircle and Bidco;

"Scheme Approval Condition" means the conditions and approvals to the implementation

of the Scheme as set out in condition 1 of Appendix 1 of the Announcement;

"Scheme Document" means the circular to be sent to PureCircle Shareholders containing,

amongst other things, information about the Scheme and the notices convening the Court

Meeting and the General Meeting;

"Share Alternative" means the Bidco share alternative that is described in the

Announcement under which eligible PureCircle Shareholders may elect to receive for each

PureCircle Share, one Acquisition Shares in lieu of the full cash consideration to which they

would otherwise be entitled under the Acquisition (subject to scaling back in accordance

with the terms of the Announcement);

"Takeover Offer" means in the event that Bidco exercises its Right to Switch, as set out in

the Announcement, to elect to implement the Acquisition by means of an offer made in

accordance with the provisions of the Bermuda Companies Act and the PureCircle Bye-

laws, such offer, including any subsequent revision, variation, extension or renewal of such

offer and includes any election available in connection with such offer;

"UK Companies Act" means the Companies Act 2006, as amended;

"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern

Ireland; and

"United States" or "US" means the United States of America, its territories and

possessions, any state of the United States of America, the District of Columbia and all

other areas subject to its jurisdiction and any political sub-division thereof.

1.2 The following shall apply to this Agreement (but not to the Announcement):

(a) terms and expressions used but not expressly defined in this Agreement shall,

unless the context otherwise requires, have the meanings given in the

Announcement;

(b) terms and expressions defined in the UK Companies Act and not expressly defined

in this Agreement, including the expressions "subsidiary" and "subsidiary

undertaking", shall, unless the context otherwise requires, have the meanings given

in the UK Companies Act;

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(c) when used in this Agreement, the expressions "acting in concert" and "offer" shall

have the meanings given in the Code;

(d) any reference to this Agreement includes the Schedules to it, each of which forms

part of this Agreement for all purposes;

(e) a reference to an enactment or statutory provision shall be construed as a reference

to any subordinate legislation made under the relevant enactment or statutory

provision and shall be construed as a reference to that enactment, statutory

provision or subordinate legislation as from time to time amended, consolidated,

modified, re-enacted or replaced (except to the extent that any statute, statutory

provision or subordinated legislation made or enacted after the date of this

Agreement would create or increase a liability of the relevant Party under this

Agreement);

(f) words in the singular shall include the plural and vice versa;

(g) references to one gender include each other gender;

(h) references to a "party" or "Party" means a party to this Agreement and includes its

successors in title, personal representatives and permitted assigns;

(i) references to a "company" or "person" shall be construed so as to include any

company, corporation or other body corporate, wherever and however incorporated

or established;

(j) a reference to a Recital, clause or Schedule (other than to a schedule to a statutory

provision) shall be a reference to a Recital, clause or Schedule (as the case may

be) of or to this Agreement;

(k) a reference to "includes" or "including" shall mean "includes without limitation" or

"including without limitation";

(l) references to documents "in the agreed form" or any similar expression shall be to

documents agreed between the Parties, annexed to this Agreement and initialled

for identification by or on behalf of Bidco and PureCircle;

(m) the headings in this Agreement are for convenience only and shall not affect its

interpretation;

(n) a reference to any other document referred to in this Agreement is a reference to

that other document as amended, varied, novated or supplemented at any time;

and

(o) references to this Agreement include this Agreement as amended or supplemented

in accordance with its terms.

2. PUBLICATION OF THE ANNOUNCEMENT

The obligations of the Parties under this Agreement, other than this clause 2 and clauses

1, 8, 11, 13 and 14, shall be conditional on the release of the Announcement via a

Regulatory Information Service at or before 4.30 pm on 9 April 2020 or such later time and

date as the Parties may agree This clause 2 and clauses 1, 8, 11, 13 and 14, shall take

effect on and from execution of this Agreement. The Parties agree that the Announcement

shall constitute, for the purposes of the Code, as applied pursuant to clause 7.2, an

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announcement by Bidco of a firm intention to make an offer for PureCircle under Rule 2.7

of the Code.

3. UNDERTAKINGS TO SATISFY THE CONDITIONS

3.1 The obligation of Bidco to complete the Scheme (or, if Bidco exercises its Right to Switch

pursuant to clause 4.2, the Takeover Offer) is subject to satisfaction or, where required or

permitted under this Agreement, waiver of the Conditions by Bidco. Bidco shall instruct

counsel to appear on its behalf at the Court Hearing and undertake to the Court to be bound

by the terms of the Scheme (insofar as it relates to Bidco) to the extent that all the

Conditions (other than the Scheme Approval Condition and any other Condition capable of

satisfaction only at or after the Court Hearing) have been satisfied.

3.2 Notwithstanding clause 3.1, Bidco undertakes to waive all of the Conditions that are not

then satisfied by 9.00 am (Bermuda time) on the date of the Court Hearing unless either (i)

Bidco would be permitted to invoke a Condition under Rule 13 of the Code (as if the Code

applied to PureCircle); or (ii) such Condition is any of the Conditions in paragraphs 2(a)-

(e) (inclusive) of Part A of Appendix 1 of the Announcement (and, accordingly are not

capable of being waived) or, is any of the Conditions in paragraphs 3(k)-(m) (inclusive) of

Part A of Appendix 1 of the Announcement.

3.3 Bidco undertakes that by 9.00 a.m. (Bermuda time) on the date of the Court Hearing, it

shall deliver a notice in writing to PureCircle either: (i) confirming the satisfaction or waiver

of all Conditions; or (ii) confirming its intention to invoke a Condition and, if (ii), it shall in

such notice identify the Condition or Conditions which it considers it is entitled to invoke

and provide reasonable details of the event which has occurred, or circumstance which

has arisen, which it considers entitle it to invoke that Condition or those Conditions.

3.4 The Parties shall use reasonable endeavours regarding the Regulatory Approvals as soon

as reasonably practicable and in any event to enable the Acquisition to complete before

the Long Stop Date and in particular the Parties shall make (or procure the making of) as

promptly as reasonably practicable, such submissions, notifications and/or filings to all

appropriate Regulatory Authorities, in consultation with the other Party, as necessary or

appropriate in connection with any Clearances (and to the extent such submissions,

notifications or filings have not already been taken prior to the date hereof).

3.5 PureCircle undertakes to work co-operatively and reasonably with Bidco and its Advisers,

and Bidco undertakes to work co-operatively and reasonably with PureCircle and its

Advisers, regarding the Regulatory Approvals and to assist Bidco and its advisers or

PureCircle and its Advisers (as the case may be) in communicating with any Regulatory

Authority for the purposes of obtaining all Clearances and to promptly provide such

information and assistance to Bidco or its advisers as Bidco or its Advisers, or PureCircle

or its Advisers as PureCircle or its Advisers (as the case may be), may reasonably require

for the purposes of obtaining any Clearance and making a submission, filing or notification

to any relevant Regulatory Authority (including for the purposes of responding to requests

for additional information) as soon as practicable. The parties shall consult together, acting

reasonably and in good faith and in a timely manner upon the strategy to obtain the

Clearances, with Bidco making all final determinations on such strategy provided that any

such determination shall be consistent with, and without prejudice to the parties’ obligations

under, the other provisions of this clause 3.

3.6 Bidco and PureCircle shall:

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(a) respond as promptly as reasonably practicable (and in any event, use reasonable

endeavours to respond in accordance with any relevant time limit) to any request

for information or documentation from any Regulatory Authority, including attending

any meetings or telephone calls with the relevant Regulatory Authority as may be

necessary;

(b) as promptly as reasonably practicable notify the other Party (or advisers nominated

by the other Party) of any material communications, or communications that are

reasonably likely to be material received, from any Regulatory Authority including

in respect of progress towards satisfaction of the Conditions and, unless expressly

not permitted by the Regulatory Authority concerned, provide the other Party or its

nominated advisers with copies thereof (and in the case of non-written

communications, summaries of material non-written communications) (in each

case unless any such communication has been independently or simultaneously

supplied to the other Party or the other Party's Advisers);

(c) give the other Party or advisers nominated by the other Party reasonable notice of

and the opportunity for that other Party or its external Advisers to attend all

meetings and participate in all material telephone calls with any Regulatory

Authority, and make oral submissions at such meetings or telephone calls, unless

expressly not permitted by the Regulatory Authority concerned;

(d) where reasonable, make representatives available for meetings and material

telephone calls requested by any Regulatory Authority in connection with the

obtaining of all requisite Clearances and the implementation of the Acquisition;

(e) provide the other Party or advisers nominated by the other Party with, or procure

the provision of, drafts of all filings, submissions, material written communications

intended to be sent to any Regulatory Authority in relation to the satisfaction of the

Conditions and, so far as practicable, give the other Party or advisers nominated

by the other Party (including its Advisers) reasonable time to comment thereon (and

to take any such comments reasonably into account) before they are submitted,

sent or made and (subject to clause 3.7 below) provide the other Party or advisers

nominated by the other Party (including its Advisers) with final copies of all such

filings, submissions and communications in the form finally submitted or sent

(including, in the case of non-written communications, summaries of material non-

written communications);

(f) have regard in good faith and take due consideration of comments made by the

other Party (and its Advisers) on the filings, notifications, submissions, responses

and communications provided pursuant to clause 3.6(e);

(g) keep the other Party and its Advisers reasonably informed as to the progress of

any notification submitted to a Regulatory Authority pursuant to this Agreement;

(h) keep the other Party and its Advisers nominated by the other Party promptly

informed of developments which are material or reasonably likely to be material to

the satisfaction of the Conditions; and

(i) not withdraw a filing, submission or notification made to any Regulatory Authority

pursuant to this Agreement without the prior consent of the other Party, not to be

unreasonably withheld, conditioned or delayed.

3.7 Nothing in this clause 3 shall require either Party to disclose any information:

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(a) which is commercially sensitive or confidential information or business secrets

which have not been previously disclosed to the other Party or nominated advisers

of the other Party;

(b) which the disclosing Party is prohibited from disclosing by Law or the terms of an

existing contract; or

(c) where such disclosure would result in the loss of privilege that subsists in relation

to such information (including legal or professional privilege),

and in the case of clause 3.7(a) this information is to be communicated between Bidco's

counsel and PureCircle's counsel on an "external counsel only" basis as appropriate, and

expressly marked as such, or if necessary, in a suitably aggregated or anonymised format

such that disclosure of such information will not result in any breach of Law, confidentiality

obligation or other relevant restrictions on the disclosure of such information or pursuant to

additional procedures agreed between Bidco and PureCircle.

4. IMPLEMENTATION OF THE SCHEME AND RIGHT TO SWITCH

4.1 Bidco intends to implement the Acquisition by way of the acquisition by Bidco of the entire

issued and to be issued share capital of PureCircle by way of the Scheme.

4.2 Bidco reserves the right in its absolute discretion, as set out in the Announcement, to elect

to implement the Acquisition by means of a Takeover Offer at any time as an alternative to

the Scheme (the "Right to Switch"). If the Right to Switch is exercised, the Code

Committee or Code Expert shall determine the timetable that shall apply to the Takeover

Offer.

4.3 If Bidco validly exercises its Right to Switch in accordance with clause 4.2 (but not

otherwise), then PureCircle shall promptly withdraw the Scheme and the provisions of this

Agreement shall be amended with immediate effect (without the need for the Parties to

enter into any amendment agreement) such that the same terms and conditions shall apply

and the Parties' obligations shall be deemed to apply, in each case in a manner which is

commensurate with the Acquisition being implemented by means of a Takeover Offer in

place of the Scheme.

5. SCHEME DOCUMENTATION

5.1 Bidco agrees:

(a) to promptly provide PureCircle with all such information about itself and the Bidco

Directors and the Bidco Group as may reasonably be requested and which is

required by PureCircle (having regard to the Law) for inclusion in the Scheme

Document and to provide all such other assistance and access as may reasonably

be required in connection with the preparation and publication of the Scheme

Document and any other document required by Law to be published in connection

with the Scheme, including access to, and ensuring the provision of reasonable

assistance by, Bidco and its relevant advisers, provided that, PureCircle submits,

or procures the submission of, drafts and revised drafts of the Scheme Document

to Bidco for review and considers its reasonable comments in relation thereto; and

(b) that, if any supplemental circular or document is required to be published by

PureCircle in connection with the Acquisition or, subject to the prior written consent

of Bidco, any variation or amendment to the Acquisition (a “Supplement”), Bidco

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shall, as soon as reasonably practicable, provide such co-operation and

information (including such information as is necessary for the Supplement to

comply with all applicable legal and regulatory provisions) as PureCircle may

reasonably request in order to finalise the relevant Supplement, provided that,

PureCircle submits, or procures the submission of, drafts and revised drafts of the

Supplement to Bidco for review and considers its reasonable comments in relation

thereto.

5.2 If Bidco validly exercises its Right to Switch in accordance with clause 4.2 and PureCircle

provides Bidco with such information and cooperation as may reasonably be requested by

Bidco in connection therewith (any dispute in that regard being determined by the Code

Expert in accordance with clause 7), Bidco shall prepare the Offer Document (in the case

of a Takeover Offer only) and any required supplemental document and shall submit, or

procure the submission of, drafts and revised drafts of the same to PureCircle for review,

and will consider reasonable comments in relation thereto.

5.3 The provisions of clause 3.7 shall apply mutatis mutandis to any information otherwise

required to be disclosed pursuant to this clause 5.

6. RESPONSIBILITY FOR INFORMATION

6.1 If the Acquisition is implemented by way of:

(a) the Scheme, Bidco will procure that the Bidco Directors accept responsibility for all

the information in the Scheme Document relating to Bidco, other members of the

Bidco Group and their respective directors; or

(b) a Takeover Offer following the exercise of the Right to Switch, Bidco will procure

that the Bidco Directors will accept responsibility for all information in the Offer

Document other than that information for which the PureCircle Directors accept

responsibility under clause 6.2(b).

6.2 If the Acquisition is implemented by way of:

(a) the Scheme, PureCircle will procure that the PureCircle Directors accept

responsibility for their views set out in the Scheme Document and all information in

the Scheme Document other than information for which responsibility is accepted

by Bidco Directors under clause 6.1(a); or

(b) a Takeover Offer following the exercise of the Right to Switch, PureCircle will

procure that the PureCircle Directors will accept responsibility for their views set

out in the Offer Document relating to PureCircle and the PureCircle Group and their

respective directors, other than that information for which the Bidco Directors

accept responsibility for under clause 6.1(b).

7. APPLICATION OF THE CODE AND APPOINTMENT OF CODE EXPERT

7.1 The Parties acknowledge and agree that the Code does not (as a matter of Law) apply to

PureCircle, the PureCircle Directors, Bidco or the Bidco Directors in connection with the

Acquisition.

7.2 Notwithstanding clause 7.1, the Parties agree that clause 7.3 shall set out the provisions

of the Code that shall apply to the Acquisition (in each case as may be modified herein)

and that they shall observe and comply with such provisions of the Code in relation to the

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conduct and execution of the Acquisition (and to the exercise of each Party’s rights and

performance of its obligations under this Agreement and the Scheme) as though PureCircle

were subject to the Code, provided that the Parties acknowledge that the Panel does not

have jurisdiction over them or in relation to the Acquisition.

7.3 Subject to clause 7.2, the Parties agree that:

(a) the Announcement shall constitute a firm intention to make an offer for PureCircle

as if Rule 2.7 of the Code applied;

(b) the Offer Document shall include a valuation for the Acquisition Shares as if Rule

24.11 of the Code applied;

(c) the Offer Document shall include a cash confirmation as if Rules 2.7(d) and 24.8 of

the Code applied;

(d) they expect that no profit forecast (to be determined as if Rule 28 of the Code

applied) will be given by PureCircle in the Announcement or during the Relevant

Period (or reported on for the purposes of Rule 28.1(a)) of the Code and PureCircle

hereby confirms that it shall not make any such profit forecast save to the extent

that the same has been first approved by the Code Committee or, in the absence

of agreement in accordance with the terms of this Agreement, by the Code Expert;

(e) appropriate proposals shall be made to participants with PureCircle Share Rights

(in accordance with clause 9 and Schedule 2 of this Agreement) as if Rule 15 of

the Code applied;

(f) PureCircle shall not be permitted to do any matter that would be akin to a frustrating

action as if Rule 21.1 of the Code applied, subject to certain exceptions as set out

in clause 8.1;

(g) the Offer Document shall include a statement as to Bidco's post-Acquisition

intentions as if Rule 24.2 of the Code applied; and

(h) that Rule 13 of the Code shall apply to the Scheme such that Bidco will only be

able to rely on a Condition (other than the Scheme Approval Condition and the

Regulatory Approvals) so as to cause the Acquisition to lapse if the circumstances

giving rise to the right to invoke the Condition are of material significance to Bidco

in the context of the Acquisition, save that, it is agreed that each of the Conditions

specified in paragraphs 3(k)-(m) (inclusive) of Part A of Appendix 1 of the

Announcement are of material significance to Bidco such that Bidco is entitled to

terminate the Acquisition (including following the satisfaction of the Scheme

Approval Condition) if any such Condition is not satisfied or waived by Bidco by the

Long Stop Date, or any such Condition is no longer true and correct, on the

Effective Date.

7.4 The Parties hereby establish the Code Committee, which shall be responsible for

determining the application and interpretation of the Code as it applies to them or in relation

to the Acquisition (and to the exercise of each Party’s rights and performance of its

obligations under this Agreement or the Scheme) by reason of clause 7.2 and 7.3 (subject

to any reference to the Code Expert pursuant to clauses 7.11 to 7.18 (inclusive). The Code

Committee shall be comprised of the Chief Executive Officer, the Chief Financial Officer

and the General Counsel of each of PureCircle and Ingredion (as the case may be) from

time to time (the “PureCircle Appointees” and the “Bidco Appointees”). Each of

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PureCircle and Bidco shall be entitled to appoint one individual from each of its Advisers

and one individual from each of its Financial Advisers to attend and speak (but not vote) at

meetings of the Code Committee.

7.5 A Bidco Appointee or a PureCircle Appointee shall be entitled to convene a meeting of the

Code Committee upon no less than 24 hours’ written notice (including, for these purposes,

by way of email) being provided by him or her to other members of the Code Committee,

setting out the time and place for the proposed meeting, dial-in details for those wishing to

participate by way of teleconference, the agenda for the meeting and any materials they

wish to circulate to the members of the Code Committee ahead of the meeting.

7.6 The quorum for the transaction of business at any meeting of the Code Committee

(including at an adjourned meeting) shall be two Bidco Appointees (or their alternates) and

two PureCircle Appointees (or their alternates) present (which, for the purpose of this

clause 7, includes by way of teleconference) at the time when the relevant business is

transacted (“Quorum”). If such Quorum is not present within one hour from the time

appointed for the meeting, or if during the meeting such a Quorum ceases to be present,

the meeting shall be adjourned to the same time and place on the following Business Day

(or to such other place, or for such shorter period of time, as may be agreed by the

PureCircle Appointees and the Bidco Appointees) and notice thereof shall be given to all

members of the Code Committee.

7.7 All matters to be decided by the Code Committee shall require the affirmative consent of a

majority of the total number of votes held by PureCircle Appointees and Bidco Appointees

present at a duly convened and quorate meeting.

7.8 If any PureCircle Appointee or Bidco Appointee is unable to attend a meeting of the Code

Committee, he or she may appoint an alternate to attend the relevant meeting on his or her

behalf by delivering 3 hours’ written notice (including, for these purposes, by way of email)

to other members of the Code Committee confirming that fact and the name and contact

details of the alternate that will attend the meeting on his or her behalf.

7.9 Each PureCircle Appointee and each Bidco Appointee shall be entitled to cast one vote at

any meeting of the Code Committee. If any of the:

(a) PureCircle Appointees are absent from a Code Committee meeting and a validly

appointed alternate or alternates is not in attendance, the attending PureCircle

Appointee(s) (or their alternates) shall be entitled to such number of separate votes

in addition to their own as shall result in all of the attending PureCircle Appointees;

or

(b) Bidco Appointees are absent from a Code Committee meeting and a validly

appointed alternate or alternates is not in attendance, the attending Bidco

Appointee(s) shall be entitled to such number of separate votes in addition to their

own as shall result in all of the attending Bidco Appointees,

together being entitled to cast three votes.

7.10 The Code Committee may act by unanimous written consent in lieu of a meeting and must

provide facilities for participation in any meeting by teleconference; provided that, in the

case of meetings held by teleconference, all actions and resolutions of the Code

Committee are documented and approved by one PureCircle Appointee and one Bidco

Appointee.

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7.11 In the event that the Code Committee is unable to resolve any question regarding the

application and interpretation of the Code (as applied pursuant to clause 7.2 and 7.3) or

any consequential matter within two Business Days of the first notice convening a meeting

of the Code Committee to consider it (including by reason of a failure to achieve a Quorum

at such meeting), either Bidco or PureCircle may refer the matter (each such instance, a

“Code Question”) to the Code Expert for determination. The Code Committee shall

determine the individual to serve as the Code Expert in the aforementioned meeting or, if

it is unable to agree on an individual to serve as the Code Expert, then Bidco may, by

written notice to PureCircle, nominate up to five candidates provided that (a) each nominee

must have served (including as a secondee) as a Director, Secretary and/or Case Officer

of the Panel within the previous 20 years; and (b) PureCircle may reject for any reason up

to two of the candidates by notice to Bidco within two Business Days of receipt of Bidco’s

notice. If Bidco does not nominate any candidates to act as the Code Expert then

PureCircle may request Bidco to do so and if it does not within two Business Days of such

request (or it does and PureCircle validly rejects all such nominees), then PureCircle may

nominate the candidate of its choice to serve as the Code Expert provided that (i) they

served (including as a secondee) as a Director, Secretary or Case Officer of the Panel

within the previous 20 years; and (ii) Bidco may reject for any reason up to two of the

candidates by notice to PureCircle within two Business Days of receipt of PureCircle’s

notice. The parties shall then seek to jointly appoint (as soon as practicable) one of the

non-rejected candidates (of the nominating party’s choice) on terms consistent with the

provisions of this clause 7 and otherwise, including in respect of costs, that the nominating

party (acting reasonably) considers fair. If, for any reason, none of the nominated, non-

rejected candidates is able or willing to serve as the Code Expert or a Code Expert

becomes unable or unwilling to serve in that capacity, then the nomination and appointment

process set out in this clause 7.11 may be repeated in order to nominate and appoint an

alternative individual.

7.12 If a Code Question is referred to the Code Expert, then on or before two Business Days

following such referral, each Party that wishes to shall present to the Code Expert and to

the other Party a proposal for the application or interpretation of the Code with respect the

relevant matter (a “Code Application Proposal”), together with any materials it wishes to

present to justify such Code Application Proposal. Each Party may present to the Code

Expert and to the other Party a written submission in reply within one Business Day of their

respective receipt of the other Party’s timely submission of its Code Application Proposal.

The Parties shall agree, and in the absence of agreement the Code Expert shall make any

further directions for the conduct of the reference, including at the request of a Party,

arrangements for a hearing at which the Parties may make oral submissions and respond

to questions from the Code Expert. Each Party shall adhere to the Code (in particular

Paragraph 9 of the Introduction to the Code) when dealing with the Code Expert, as if the

Code Expert was the Panel.

7.13 The Code Expert shall determine how the provisions of the Code set out in clause 7.2

would be interpreted and applied by the Panel with respect to the relevant matter had

PureCircle been subject to the Code. The Code Expert shall make his or her determination

as soon as reasonably practicable after receipt of all written (and, if applicable, oral)

submissions and the conclusion of any further investigations as the Code Expert shall

consider necessary. In any event, the Code Expert shall endeavour to issue a decision

within one Business Day from exchange of the written submissions (or conclusion of any

hearing) referred to in clause 7.12. The Code Expert shall notify the Code Committee orally

or in writing of his or her determination, which determination (in the absence of fraud or a

manifest error), shall be final and binding on the Parties and may include a direction in

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respect of any consequential matter (including, if the Code Expert so determines, an

extension to the timetable for the Acquisition or any deadline under this Agreement or under

the Code and the award of any remedy that the Panel would have been competent to award

had PureCircle been subject to the Code) (the "Code Ruling”). In the absence of fraud or

a manifest error, the Parties agree to observe and comply with all Code Rulings. If at any

time the Parties agree on the Code Question, then, notwithstanding this clause 7, the Code

Question shall be as so agreed and the Code Expert procedures in this clause 7 shall be

promptly discontinued.

7.14 The Code Expert shall act as an expert and not as an arbitrator.

7.15 The Code Expert shall be entitled to: (i) obtain any independent legal or other expert advice;

(ii) obtain secretarial assistance; and (iii) hold such hearings, order the production of such

documents and call for the attendance of such witnesses which, in each case, he or she

considers reasonably necessary.

7.16 The costs of the Code Expert (including the costs of any independent legal or other expert

advice as he or she may reasonably require, and any secretarial assistance as is

reasonably necessary) shall be shared as to 50 per cent. by PureCircle and as to 50 per

cent. by Bidco, unless the Code Expert determines, in his or her absolute discretion, that

any Party was acting unreasonably, in which case the costs shall be borne by the Party

that acted, in the Code Expert’s view, unreasonably. Each Party shall bear its own costs in

respect of all Code Application Proposals.

7.17 Each Party agrees that, except in the case of fraud or wilful default on the part of the Code

Expert, neither that Party nor any of its subsidiaries or subsidiary undertakings nor any of

its or their respective Representatives or shareholders (including any beneficial owner of

shares or any interest in shares) or creditors (including any beneficial owner of any debt

securities) shall have any claim of any nature whatsoever against the Code Expert arising

out of or in connection with his or her determination.

7.18 The Parties agree that any disagreement or dispute as to how the Code would be

interpreted and applied by the Panel with respect to the relevant matter had PureCircle

been subject to the Code, shall be determined by the Code Committee or the Code Expert

in accordance with this clause 7. The Code Expert shall be entitled to determine whether

he or she has jurisdiction, pursuant to the terms of this Agreement, to settle any

disagreement or dispute of the Parties as to the interpretation and application of the Code

to the Acquisition. To the extent that any Party (the “Defaulting Party”) does not comply

with or adhere to such Code Ruling, the other Party (the “Non-Defaulting Party") may

refer such non-compliance or non-adherence to the Code Expert who shall determine what

(if any) remedy, enforcement or disciplinary action the Panel would have awarded or taken

in respect of such non-compliance or non-adherence by the Defaulting Party as though

PureCircle were subject to the Code and shall, accordingly, deliver a Code Ruling that the

Defaulting Party is so disciplined or that it is subject to such enforcement action (a "Code

Expert Prescribed Remedy”). Neither Party shall be entitled to bring any claim or

commence any Action against the other Party in respect of any breach or alleged breach

of clause 7.2 and 7.3 or any other provision of this Agreement that requires any Party to

observe and comply with the Code unless: (i) such breach or alleged breach has been

referred to the Code Expert and a Code Expert Prescribed Remedy has been issued by

the Code Expert in respect of such breach or alleged breach, or (ii) such breach or alleged

breach has been referred to the Code Expert and the Code Expert has informed the Parties

that he or she is unable or unwilling to consider such referral, or (iii) the Code Expert

provides his or her written consent. If the Defaulting Party fails to observe and comply with

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the terms of any Code Expert Prescribed Remedy, the Non-Defaulting Party shall be

entitled to seek (and the Defaulting Party agrees to consent and not to object to) an order

of specific performance (which, for the purpose of this clause 7.18, includes an injunction)

requiring the Defaulting Party to so comply provided that such order of specific

performance may be sought only in respect of the Defaulting Party’s non-observance or

non-compliance with the Code Expert Prescribed Remedy. If and only if an order of specific

performance is not, for whatever reason, granted in favour of, or otherwise readily

enforceable in any jurisdiction where enforcement is likely to be sought by, the Non-

Defaulting Party (or if the Defaulting Party fails to comply with an order of specific

performance or challenges or objects to the enforcement of the order against it in any

jurisdiction), the Non-Defaulting Party shall then be entitled to bring any Action it deems fit

against the Defaulting Party provided that such Action may only be brought in respect of

the Defaulting Party’s non-observance or non-compliance with the Code Expert Prescribed

Remedy (as well as the underlying breach of this Agreement arising therefrom and any

breach by the Defaulting Party of its obligations hereunder and in relation to any order of

specific performance so granted). Notwithstanding anything contained in this clause 7.18

to the contrary, if the Code Expert fails, or is unable or unwilling, to act in relation to a

referral made to it pursuant to this clause 7.18, or in relation to any Code Question, then

the Party making such referral shall be entitled to commence such Action as it deems fit to

preserve and enforce its rights under this Agreement.

8. CONDUCT PENDING COMPLETION OF THE ACQUISITION

8.1 During the Relevant Period, PureCircle shall not, and shall procure that members of the

PureCircle Group shall not, take any action which would be prohibited by Rule 21.1 of the

Code if the Code applied to PureCircle on the basis set out in clause 7.2 and 7.3 without

such action being (i) approved in writing by Bidco in advance (including as set out in this

Agreement), (ii) with the consent of the Code Committee or the Code Expert (performing

the role that the Panel would have under Rule 21.1 of the Code), or (iii) approved by

PureCircle Shareholders in a general meeting in accordance with the requirements of Rule

21.1 of the Code. This clause 8.1 shall not apply to (a) any action reasonably required to

give effect to the Scheme or the Acquisition; or (b) the issuance of any shares under, and

in accordance with the terms and conditions of, any PureCircle Share Rights; or (c) the

grant or amendment of any awards under the PureCircle Share Plans after the Long Stop

Date.

8.2 During the Relevant Period, PureCircle shall, and shall procure that members of the

PureCircle Group shall, use its reasonable endeavours to provide Bidco with such

documentation and information that may be reasonably requested by Ingredion, Bidco and

Bidco's Representatives in connection with the proposed management and integration of

the PureCircle Wider Group with Ingredion and/or the Bidco Group after the Effective Time

(for the avoidance of doubt, it is understood that some such requests may be for

outstanding documentation and information that was previously requested as part of the

due diligence investigation), provided, in all circumstances, that the sharing of such

documentation and information takes place in accordance with applicable anti-trust laws.

8.3 During the Relevant Period, PureCircle shall notify Bidco immediately if it becomes aware

of a fact, circumstance or event which it expects to cause, or to be reasonably likely to

cause, the Conditions in paragraphs 2(a)-(e) (inclusive), 3(a)-(d) (inclusive) and/or 3(k)-(m)

(inclusive) of Part A of Appendix 1 of the Announcement to not be satisfied. The Parties

agree that for the purposes of the Condition set out in paragraph 3(l) of Part A of Appendix

2 of the Announcement, an amount of more than USD$12,500,000 (individually and/or in

aggregate) is material.

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8.4 If Ingredion and/or Bidco (as the case may be) is required by any applicable law or by any

competent authority (including the Securities Exchange Commission (the "SEC")) to

disclose in any statement or filing (including in any SEC filing) any financial accounts of

PureCircle (including consolidated accounts of the PureCircle Group), then, if such

financial accounts have previously (or contemporaneously) been made available to the

public by or behalf of PureCircle, PureCircle hereby expressly authorises Ingredion and/or

Bidco to include such financial accounts in the applicable statement or filing, including

where such statement or filing is available to the public.

9. PURECIRCLE SHARE RIGHTS

9.1 The Parties agree that they shall work in co-operation, in accordance with the terms of

Schedule 2 to this Agreement, to inform participants with PureCircle Share Rights of their

rights and to make appropriate proposals as if Rule 15 of the Code applied.

10. TERMINATION

10.1 Subject to clause 10.2 and except where expressly stated to the contrary, the provisions

of this Agreement shall terminate with immediate effect and all rights and obligations of the

Parties under this Agreement shall cease forthwith if:

(a) the Announcement is not released on or before 4.30 pm on 9 April 2020 (unless

prior to that the time the Parties have agreed another time and date in accordance

with clause 2);

(b) if the Scheme Document (or Offer Document, as the case may be) and (if different)

the document convening the General Meeting does not include the PureCircle

Board Recommendation, or PureCircle makes an announcement prior to the

publication of such document(s) that:

(i) the PureCircle Directors no longer intend to make such recommendation;

(ii) it will not convene the Court Hearing or the General Meeting; or

(iii) it intends not to post the Scheme Document or (if different) the document

convening the General Meeting;

(c) the PureCircle Directors withdraw, adversely modify or adversely qualify the

PureCircle Board Recommendation;

(d) the Scheme (or the Takeover Offer as the case may be) is withdrawn or lapses

(other than where such lapse or withdrawal is a result of the exercise of the Right

to Switch or is otherwise to be followed soon after by firm intention to offer

announcement (as if Rule 2.7 of the Code applied to PureCircle) in connection with

Bidco or a person acting in concert with Bidco, to implement the Acquisition by a

different takeover offer or scheme of arrangement on substantially the same or

improved terms in favour of the PureCircle Shareholders);

(e) the Scheme has not become effective by the Long Stop Date (other than as a result

of the exercise of the Right to Switch or where the Long Stop Date is to be followed

soon after by firm intention to offer announcement (as if Rule 2.7 of the Code

applied to PureCircle) made by Bidco or a person acting in concert with Bidco to

implement the Acquisition by a different takeover offer or scheme of arrangement

- 17 -

on substantially the same or improved terms in favour of the PureCircle

Shareholders);

(f) upon service of written notice by or on behalf of either Party to the other Party (or

the nominated advisers of the other Party), where any Condition becomes

incapable of satisfaction or is invoked so as to cause the Acquisition not to proceed;

or

(g) agreed in writing between the Parties at any time prior to the Effective Date.

10.2 Termination of this Acquisition shall be without prejudice to the rights of the Parties which

have arisen prior to termination, including any claim in respect of a breach of this

Agreement.

10.3 Clauses 1 and 14 shall survive termination of this Agreement.

11. REPRESENTATIONS AND WARRANTIES

11.1 Bidco warrants to PureCircle and PureCircle warrants to Bidco on the date of this

Agreement that:

(a) it has the requisite power and authority to enter into and perform its obligations

under this Agreement;

(b) this Agreement constitutes its legal, valid and binding obligations in accordance

with its terms; and

(c) the execution and delivery of, and performance of its obligations under, this

Agreement will not:

(i) result in a breach of any provision of its constitutional documents;

(ii) result in a breach of, or constitute a default under, any instrument to which

it is a Party or by which it is bound; or

(iii) result in a breach of any order, judgment or decree of any court or

governmental agency to which it is a Party or by which it is bound.

11.2 No Party shall have any claim against the other for breach of warranty after the Effective

Date (without prejudice to any liability for fraudulent misrepresentation or fraudulent

misstatement).

12. D&O INSURANCE

12.1 PureCircle undertakes that it shall, prior to 30 June 2020, renew or replace (in either case,

with substantially the same coverage in respect of amount and breadth) its current existing

directors' and officers' liability insurance policy(ies) for both current and former directors

and officers of PureCircle and any other PureCircle Group member.

13. MISCELLANEOUS PROVISIONS

13.1 Assignment

No Party is permitted to assign charge or otherwise dispose of any of its rights or benefits

under this Agreement or grant or create any third party interest in any of its rights under

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this Agreement (including holding an interest on trust for another) without the prior written

consent of the other Party.

13.2 Severance/unenforceable provisions

If any provision or part of this Agreement is void or unenforceable due to any applicable

law, it shall be deemed to be deleted and the remaining provisions of this Agreement shall

continue in full force and effect.

13.3 Variation

No variation to this Agreement shall be effective unless made in writing (which for this

purpose, does not include email) and executed by each of the Parties. The expression

"variation" includes any variation, amendment, supplement, deletion, replacement or

waiver, however effected.

13.4 No Partnership

Nothing in this Agreement or in any document referred to in it or any action taken by the

Parties under it or any document referred to in it shall constitute any partnership,

association or joint venture between the Parties, or makes a Party the agent of the other

Party for any purpose (and a Party has no authority or power to bind, to contract in the

name of, or to create a liability for the other Party in any way or for any purpose)

13.5 Entire Agreement

(a) This Agreement, the Announcement and the Confidentiality Agreement together

represent the entire understanding, and constitutes the whole agreement, in

relation to their subject matter at the date of this Agreement and supersedes any

previous agreement between the Parties with respect thereto and, without

prejudice to the generality of the foregoing, excludes any warranty, condition or

other undertaking implied at law or by custom.

(b) Each Party confirms that, except as provided in this Agreement, no Party has relied

on any undertaking, representation, warranty or other assurance which is not

contained in this Agreement and, without prejudice to any liability for fraudulent

misrepresentation or fraudulent misstatement, no Party shall be under any liability

or shall have any remedy in respect of any misrepresentation or untrue statement

unless and to the extent that a claim lies under this Agreement.

13.6 Counterparts

(a) This Agreement may be executed in any number of counterparts and by the

different Parties on separate counterparts, each of which when executed and

delivered shall constitute a duplicate original, but all the counterparts shall together

constitute the one agreement.

(b) Transmission of the executed signature page of a counterpart of this Agreement by

(a) fax or (b) email (in PDF, JPEG or other agreed format) shall take effect as

delivery of an executed counterpart of this Agreement. If either method of delivery

is adopted, without prejudice to the validity of the Agreement thus made, each Party

shall provide the others with the original of such counterpart as soon as reasonably

possible thereafter.

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13.7 Notices

A notice, approval, consent or other communication in connection with this Agreement

must be in writing and must be left at the address of the addressee, or sent by pre-paid

registered post to the address of the addressee or sent by e-mail to the e-mail address of

the addressee which is specified in this clause 13.7 or to such other address or e-mail

address as may be notified by such addressee by giving notice in accordance with this

clause 13.7. The address and e-mail address of each Party is:

(a) in the case of Bidco:

c/- Ingredion Incorporated

Address: Westbrook Corporate Center, Westchester, IL 60154 USA

E-mail address: jim.gray@ingredion.com

For the attention of: James Gray

With a copy (which shall not constitute notice) to:

The General Counsel of Ingredion:

Address: 5 Westbrook Corporate Center, Westchester, IL 60154

E-mail address: janet.bawcom@ingredion.com

For the attention of: Janet Bawcom

Address: Hogan Lovells International LLP, Atlantic House, 50 Holborn Viaduct,

London EC1A 2FG

E-mail address: maegen.morrison@hoganlovells.com

For the attention of: Maegen Morrison

(b) in the case of PureCircle:

Address: 200 West Jackson Blvd., 8th Floor, Chicago, IL 60606, USA

E-mail address: OonSu.Tiah@purecircle.com

For the attention of: Tiah Oon Su

With a copy (which shall not constitute notice) to:

Address: Baker & McKenzie LLP, 100 New Bridge Street, London, EC4V 6JA

E-mail address: Nicholas.O'Donnell@Bakermckenzie.com and

Kiki.Tienstra@Bakermckenzie.com

For the attention of: Nick O'Donnell and Kiki Tienstra

(c) A notice given under clause 13.7 shall conclusively be deemed to have been

received one Business Day after posting, if sent by registered mail, at the time of

delivery if delivered personally and when despatched (subject to confirmation of

delivery by a delivery receipt) if sent by e-mail.

13.8 Waivers, rights and remedies

(a) The rights and remedies provided for in this Agreement are cumulative and not

exclusive of any other rights or remedies, whether provided by Law or otherwise.

(b) No failure to exercise, or delay in exercising, any right under this Agreement or

provided by Law shall affect that right or operate as a waiver of the right. The single

- 20 -

or partial exercise of any right under this Agreement or provided by Law shall not

preclude any further exercise of it.

(c) Without prejudice to any other rights or remedies that the other Party may have,

each Party acknowledges and agrees that damages may not be an adequate

remedy for any breach by it of this Agreement and that accordingly the other Party

may be entitled, without proof of special damages, to the remedies of injunction,

specific performance or other equitable relief for any threatened or actual breach

of this Agreement by any Party and no proof of special damages shall be necessary

for the enforcement by any Party of the rights under this Agreement to the

requesting Parties.

(d) In no event shall either Party be liable to the other Party for any indirect or

consequential loss or damages including, without limitation, loss of profits.

13.9 Further assurances

Each Party shall (and shall procure that members of its group shall and shall use

reasonable endeavours to procure that any necessary third party shall) execute such

documents and do such acts and things as the requesting Party may reasonably require

for the purpose of giving the full benefit of this Agreement to the requesting Party.

13.10 Costs and expenses

Unless a clause of this Agreement specifically provides otherwise, each Party shall bear

all costs incurred by it in connection with the preparation, negotiation and entry into this

Agreement and the documents to be entered into pursuant to it.

13.11 Rights of Third Parties

Save in respect of clause 8.4 which can be enforced by Ingredion, no term of this

Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a

person who is not a Party to this Agreement.

14. GOVERNING LAW AND JURISDICTION

14.1 Without prejudice to the Code Expert procedure prescribed in clauses 7.11 to 7.18,

(inclusive), this Agreement and any dispute or claim arising out of or in connection with it

or its subject matter, existence, negotiation, validity, termination or enforceability (including

non-contractual disputes or claims) shall be governed by and construed in accordance with

English law.

14.2 Each Party irrevocably agrees that the Courts of England shall have exclusive jurisdiction

in relation to any dispute or claim arising out of or in connection with this Agreement or its

subject matter, existence, negotiation, validity, termination or enforceability (including non-

contractual disputes or claims).

14.3 Each Party irrevocably waives any right that it may have to object to an action being brought

in those Courts, to claim that the action has been brought in an inconvenient forum, or to

claim that those Courts do not have jurisdiction.

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SCHEDULE 1

Announcement

- 23 -

SCHEDULE 2

The PureCircle Share Rights

In this Schedule:

"CEO Agreement" means the employment agreement between PureCircle and the current

Chief Executive Officer of PureCircle under which the PureCircle Remuneration Committee

has the discretion to settle 50% of the CEO Salary in PureCircle Shares at the PureCircle

Share Price, in accordance with the terms of the CEO Agreement (as amended).

"CEO Salary" means the salary of USD 600,000 to be paid to the Chief Executive Officer

of PureCircle in a combination of shares and cash in accordance with the CEO Agreement.

"Currency Exchange Rate" means the Bank of England spot rate for conversion of

Sterling into US Dollars on the day that is five trading days before the allotment date of any

PureCircle Shares allotted pursuant to the CEO Agreement.

"Loyalty Awards" means the awards over cash and PureCircle Shares granted pursuant

to the Loyalty Plan.

"Loyalty Plan" means the retention awards granted to certain PureCircle Employees in

January and February 2020 (as amended from time to time).

"PureCircle Employee" means any employee of the PureCircle Group, including

PureCircle Directors.

"PureCircle Share Price" means a price of £1.35/share for the first quarterly share

allotment pursuant to the CEO Agreement and thereafter the price in Sterling based on the

VWAP five trading days before the allotment date.

"PureCircle Share Rights" means awards under the PureCircle Share Plans and, if the

PureCircle Remuneration Committee so determines, Loyalty Awards settled in PureCircle

Shares and any part of the CEO Salary settled in PureCircle Shares.

"Scheme Record Time" means the scheme record time to be specified in the Scheme

Document.

1. PROPOSALS TO PARTICIPANTS IN THE PURECIRCLE SHARE PLANS

1.1 PureCircle confirms that conditional share awards over 824,794 PureCircle Shares were

outstanding under the PureCircle Share Plans as at 1 April 2020. In addition, the PureCircle

Remuneration Committee may decide to issue PureCircle Shares pursuant to the Loyalty

Plan and the CEO Agreement.

1.2 PureCircle confirms that, save as specified in paragraph 1.1 above, there are no

outstanding options, awards, or any other rights existing pursuant to which any PureCircle

employee may be entitled to receive PureCircle Shares by way of remuneration for their

employment.

1.3 PureCircle confirms that is has not made further awards under the PureCircle Share Plans,

the Loyalty Plan or otherwise since 20 March 2020 and that it will not make further awards

under the PureCircle Share Plans, the Loyalty Plan or otherwise on or before the Effective

Date, provided that the Effective Date occurs on or before the Long Stop Date. If the

Effective Date has not occurred by the Long Stop Date, PureCircle may grant or amend

- 24 -

any awards under the PureCircle Share Plans after the Long Stop Date and in relation to

that PureCircle agrees to provide full details to Bidco of any such new awards which are

granted or details of the amendments.

1.4 Bidco acknowledges and agrees that, prior to the Effective Date the PureCircle

Remuneration Committee may operate the PureCircle Share Plans and exercise its

discretion with respect to the Loyalty Plan and the CEO Agreement as they consider

appropriate in accordance with the existing rules of the applicable PureCircle Share Plan

and the Loyalty Plan, and the terms of the CEO Agreement including:

(a) determining the extent to which any applicable performance conditions relating to

FY2020 have been met;

(b) satisfying the vesting of awards under the PureCircle Share Plans by issuing new

PureCircle Shares, transferring (or directing the transfer of) market purchase

PureCircle Shares or treasury PureCircle Shares, or paying cash or equivalent

value;

(c) determining the treatment of awards for participants in the PureCircle Share Plans

who cease employment prior to the Effective Date; and

(d) determining the extent to which the Loyalty Awards and 50% of the CEO Salary will

be paid in PureCircle Shares (and, to the extent that it is determined that PureCircle

Shares shall be issued, issuing those PureCircle Shares),

and to the extent that any PureCircle Shares are issued, allotted or otherwise acquired by

any participant in the PureCircle Share Plans or the Loyalty Plan, or the PureCircle CEO,

PureCircle shall procure that such PureCircle Shares are recorded in the PureCircle

register of members prior to the Scheme Record Time.

1.5 PureCircle and Bidco acknowledge and agree that the Scheme Record Time shall take

place after the day of the Court Hearing to allow sufficient time for the PureCircle

Remuneration Committee to issue any and all PureCircle Shares required to be issued in

order to satisfy PureCircle Share Rights.

1.6 Awards granted under the PureCircle Share Plans shall vest in accordance with the rules

of the PureCircle Share Plans. PureCircle confirms that any outstanding awards under the

PureCircle Share Plans shall vest on or before the date of the Court Hearing. Loyalty

Awards shall be payable in accordance with the Loyalty Plan. The CEO Salary shall be

payable in accordance with the CEO Agreement.

1.7 PureCircle Shares issued on or before the Scheme Record Time in relation to the

PureCircle Share Plans, Loyalty Plan and the CEO Agreement will participate in the

Scheme. PureCircle Shares issued after the Scheme Record Time are to be acquired by

Bidco pursuant to the Bye-Laws as amended by the Resolutions.

1.8 PureCircle confirms to Bidco that, to the extent the PureCircle Remuneration Committee

determines to settle part of the CEO Salary in PureCircle Shares, it will calculate the number

of PureCircle Shares to be issued to the CEO pursuant to the CEO Agreement by reference

to the relevant PureCircle Share Price as converted into US Dollars using the Currency

Exchange Rate.

1.9 PureCircle confirms to Bidco that it has provided to Bidco details of its proposed approach

as follows:

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(a) in relation to the treatment of awards granted under the PureCircle Share Plans

and the Loyalty Awards, all awards will vest and all PureCircle Shares issued

pursuant to such awards will be Scheme Shares resulting in the issue of up to a

maximum of 1,411,050 PureCircle Shares; and

(b) in relation to the CEO Salary, PureCircle's proposal is to issue PureCircle Shares

rather than settle in cash to the extent that it has the discretion to do so resulting in

the issue of a maximum number of PureCircle Shares as may be determined in

accordance with the CEO Agreement (as amended).

1.10 PureCircle and Bidco agree that prior to making any amendment to the existing PureCircle

Share Plans or exercising any discretion in relation to such PureCircle Share Rights

(excluding discretions exercised in the ordinary course in relation to individuals (other than

directors) leaving employment and such actions as envisaged by this Agreement),

PureCircle shall notify Bidco prior to such amendment or exercise of discretion being

considered by PureCircle and PureCircle agrees (i) to consult with Bidco in good faith in

relation to the exercise of such amendments or discretions and (ii) that Bidco shall be

entitled to make representations to PureCircle, including to the PureCircle Remuneration

Committee, of which PureCircle and the PureCircle Remuneration Committee will take due

account, in each case for at least 7 days prior to making any such amendment or exercising

any such discretion. Bidco acknowledges that the PureCircle Remuneration Committee

should not be obliged to act in accordance with Bidco's representations.

1.11 PureCircle and Bidco shall use their reasonable endeavours to ensure that where permitted

by the rules of the relevant PureCircle Share Plans, Loyalty Plan and CEO Agreement,

holders of PureCircle Share Rights shall be permitted to receive PureCircle Shares in

satisfaction of such PureCircle Share Rights at such time as would enable PureCircle (or

the relevant employing company) to receive a UK corporation tax deduction under Part 12

Corporation Tax Act 2009 in relation to the vesting of awards/receipt of PureCircle Shares

under the PureCircle Share Plan, Loyalty Plan or CEO Agreement.

1.12 PureCircle and Bidco agree that the General Meeting Resolutions shall propose an

amendment to the Bye-Laws of PureCircle by the adoption and inclusion of a new article

under which any PureCircle Shares issued on or before the Scheme Record Time shall be

Scheme Shares and therefore shall be acquired by Bidco pursuant to the Scheme, and

any PureCircle Shares issued after the Scheme Record Time shall be immediately

transferred to Bidco (or as it may direct) in exchange for the same cash price as is due in

respect of Scheme Shares under the Scheme.

2. COMMUNICATION TO PARTICIPANTS WITH PURECIRCLE SHARE RIGHTS

Bidco and PureCircle shall co-operate with each other to prepare, in a form to be agreed

between Bidco and PureCircle, communications (or, if applicable, multiple series of

communications) to each of the holders of outstanding PureCircle Share Rights to enable

Bidco to comply with its obligations under the Bermuda Companies Act in respect of the

Acquisition and to send, or arrange for the sending of such communications (or series of

communications) at the appropriate time(s) (such time(s) to be agreed between the

Parties). Bidco and PureCircle further agree that a summary of these proposals will be set

out in the Scheme Document.