Common use of Authorization and Execution Clause in Contracts

Authorization and Execution. (i) Each of Entegris and Eagle Delaware has the corporate power and authority to execute and deliver this Agreement and the Reincorporation Plan of Merger and, subject to approval by Entegris’ shareholders at the special meeting of shareholders referred to in 4.02(c)(ii), to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance of this Agreement and the Reincorporation Plan of Merger by Entegris and Eagle Delaware have been duly authorized by the Board of Directors of Entegris and the Board of Directors of Eagle Delaware, and no further corporate action of Entegris or Eagle Delaware, other than the approval of Entegris’ shareholders and of Entegris as the sole stockholder of Eagle Delaware prior to the Reincorporation Merger, the filing of the Certificate and the Articles of Merger respectively with the Secretary of State of Delaware and of Minnesota, respectively, in connection with the Reincorporation Merger, and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in connection with the Merger is necessary to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Entegris and Eagle Delaware and, assuming the accuracy of the representations and warranties of Mykrolis set forth in Section 4.01(c), constitutes the legal, valid, and binding obligation of Entegris and Eagle Delaware, enforceable against each of them in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a court of law or equity). (ii) Entegris’ Board of Directors has at a meeting duly called and held: (A) determined that this Agreement and the Reincorporation Plan of Merger and the transactions contemplated by this Agreement and the Reincorporation Plan of Merger are advisable and fair to and in the best interests of Entegris’ shareholders; (B) approved this Agreement and the Reincorporation Plan of Merger and the transactions contemplated by this Agreement and the Reincorporation Plan of Merger; and (C) resolved to recommend approval by its shareholders of this Agreement and the Reincorporation Plan of Merger and the Reincorporation Merger and the Merger, including (i) the issuance of the Eagle Delaware Common Stock to former stockholders of Mykrolis contemplated by this Agreement, (ii) the adoption of Eagle Delaware’s Certificate of Incorporation to read as set forth in Exhibit B hereto, and (iii) the adoption of Eagle Delaware’s Bylaws to read as set forth in Exhibit C hereto (collectively, the “Entegris Voting Proposal”). Eagle Delaware’s Board of Directors has at a meeting duly called and held approved this Agreement, the Reincorporation Plan of Merger and the transactions contemplated hereby and thereby. No other corporate proceedings on the part of Entegris or Eagle Delaware are necessary to authorize or approve this Agreement or the Reincorporation Plan of Merger or to consummate the transactions contemplated by this Agreement or the Reincorporation Plan of Merger, except for the approval of the Entegris Voting Proposal by the affirmative vote of the holders of a majority of the outstanding shares of Entegris Common Stock entitled to vote at a meeting (the “Entegris Shareholders’ Meeting”, and together with the Mykrolis Shareholders’ Meeting, the “Shareholders’ Meetings”), of the shareholders of Entegris to consider and vote upon the Entegris Voting Proposal (the “Requisite Entegris Shareholder Approval” and together with the Requisite Mykrolis Shareholder Approval, the “Shareholders’ Approvals”) and the approval by Entegris as sole stockholder of Eagle Delaware of the Reincorporation Plan of Merger and this Agreement. No person is entitled to appraisal or dissenter’s rights under the Delaware General Corporation Law or the Minnesota Business Corporation Act as a result of this Agreement, the Merger, the Reincorporation Merger Agreement, or the Reincorporation Merger.

Authorization and Execution. (i) Each of Entegris and Eagle Delaware Mykrolis has the corporate power and authority to execute and deliver this Agreement and the Reincorporation Plan of Merger and, subject to approval by EntegrisMykrolis’ shareholders stockholders at the special meeting of shareholders stockholders referred to in 4.02(c)(iiSection 4.01(c)(ii), to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery, and performance of this Agreement and the Reincorporation Plan of Merger by Entegris and Eagle Delaware Mykrolis have been duly authorized by the Board of Directors of Entegris and the Board of Directors of Eagle DelawareMykrolis, and no further corporate action of Entegris or Eagle DelawareMykrolis, other than the approval of Entegris’ shareholders and of Entegris as the sole stockholder of Eagle Delaware prior to the Reincorporation Merger, the filing of the Certificate and the Articles of Merger respectively with the Secretary of State of Delaware and of Minnesota, respectively, in connection with the Reincorporation Merger, its stockholders and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in connection with the Merger is necessary to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Entegris and Eagle Delaware Mykrolis and, assuming the accuracy of the representations and warranties of Mykrolis Entegris and Eagle Delaware set forth in Section 4.01(c4.02(c), constitutes the legal, valid, and binding obligation of Entegris and Eagle DelawareMykrolis, enforceable against each of them Mykrolis in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a court of law or equity). (ii) EntegrisMykrolis’ Board of Directors has at a meeting duly called and held: (A) determined that this Agreement and the Reincorporation Plan of Merger and the transactions contemplated by this Agreement and the Reincorporation Plan of Merger are advisable and fair to and in the best interests of EntegrisMykrolis’ shareholdersstockholders; (B) approved this Agreement and the Reincorporation Plan of Merger and the transactions contemplated by this Agreement and the Reincorporation Plan of MergerAgreement; and (C) resolved to recommend approval by its shareholders of this Agreement and the Reincorporation Plan of Merger and the Reincorporation Merger and the Merger, including by its stockholders (i) the issuance of the Eagle Delaware Common Stock to former stockholders of Mykrolis contemplated by this Agreement, (ii) the adoption of Eagle Delaware’s Certificate of Incorporation to read as set forth in Exhibit B hereto, and (iii) the adoption of Eagle Delaware’s Bylaws to read as set forth in Exhibit C hereto (collectively, the “Entegris Mykrolis Voting Proposal”). Eagle Delaware’s Board of Directors has at a meeting duly called and held approved this Agreement, the Reincorporation Plan of Merger and the transactions contemplated hereby and thereby. No other corporate proceedings on the part of Entegris or Eagle Delaware Mykrolis are necessary to authorize or approve this Agreement or the Reincorporation Plan of Merger or to consummate the transactions contemplated by this Agreement or the Reincorporation Plan of MergerAgreement, except for the approval of the Entegris Mykrolis Voting Proposal by the affirmative vote of the holders of a majority of the outstanding shares of Entegris the Mykrolis Common Stock entitled to vote at a meeting (the “Entegris Mykrolis Shareholders’ Meeting”, and together with the Mykrolis Shareholders’ Meeting, the “Shareholders’ Meetings”), ) of the shareholders stockholders of Entegris Mykrolis convened to consider and vote upon the Entegris Mykrolis Voting Proposal (the “Requisite Entegris Shareholder Approval” and together with the Requisite Mykrolis Shareholder Approval, the “Shareholders’ Approvals”) and the approval by Entegris as sole stockholder of Eagle Delaware of the Reincorporation Plan of Merger and this Agreement). No person is entitled to appraisal or dissenter’s rights under the Delaware General Corporation Law or the Minnesota Business Corporation Act as a result of this Agreement, Agreement or the Merger, the Reincorporation Merger Agreement, or the Reincorporation Merger.

Authorization and Execution. (i) Each of Entegris Buyer and Eagle Delaware Buyer Subsidiary has the corporate power and authority to execute and deliver this Agreement and the Reincorporation Plan of Merger and, subject to approval of the Share Issuance (defined in Section 7.1(a)) by Entegris’ shareholders the holders of the Buyer Common Stock at the special meeting of shareholders referred to Buyer Shareholders Meeting (defined in 4.02(c)(iiSection 7.1(a)), to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery, and performance of this Agreement by each of Buyer and the Reincorporation Plan of Merger by Entegris and Eagle Delaware Buyer Subsidiary have been duly authorized by the Board Buyer as sole stockholder of Directors Buyer Subsidiary and by their respective Boards of Entegris and the Board of Directors of Eagle DelawareDirectors, and no further corporate action of Entegris Buyer or Eagle DelawareBuyer Subsidiary, other than the approval of Entegris’ shareholders and of Entegris as the sole stockholder of Eagle Delaware prior to the Reincorporation Merger, the filing of the Certificate and the Articles of Merger respectively with the Secretary of State of Delaware and of Minnesota, respectively, in connection with the Reincorporation Merger, Share Issuance and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in connection with the Merger Delaware, is necessary to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Entegris each of Buyer and Eagle Delaware Buyer Subsidiary and, assuming the accuracy of the representations and warranties of Mykrolis the Company set forth in Section 4.01(c)Article III, constitutes the legal, valid, and binding obligation of Entegris each of Buyer and Eagle DelawareBuyer Subsidiary, enforceable against each of them Buyer and Buyer Subsidiary in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcythe Enforcement Exceptions. The shares of Buyer Common Stock to be issued in connection with the Merger (including upon the exercise of Replacement Options) will, insolvency, or similar laws affecting when issued and delivered in accordance with this Agreement and assuming the enforcement accuracy of creditors’ rights generally, the Company’s representations and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought warranties in a court of law or equity). (ii) Entegris’ Board of Directors has at a meeting duly called and held: (A) determined that this Agreement and the Reincorporation Plan accuracy of Merger the Company’s disclosure in the Company SEC Reports and the transactions contemplated by this Agreement Joint Proxy Statement, be duly authorized, validly issued, fully paid and nonassessable and issued in compliance with all applicable federal and state securities laws. Buyer has reserved the Reincorporation Plan shares of Merger are advisable and fair to and in the best interests of Entegris’ shareholders; (B) approved this Agreement and the Reincorporation Plan of Merger and the transactions contemplated by this Agreement and the Reincorporation Plan of Merger; and (C) resolved to recommend approval by its shareholders of this Agreement and the Reincorporation Plan of Merger and the Reincorporation Merger and the Merger, including (i) the issuance of the Eagle Delaware Buyer Common Stock to former stockholders be issued upon exercise of Mykrolis contemplated by this Agreement, (ii) the adoption of Eagle Delaware’s Certificate of Incorporation to read as set forth in Exhibit B hereto, and (iii) the adoption of Eagle Delaware’s Bylaws to read as set forth in Exhibit C hereto (collectively, the “Entegris Voting Proposal”). Eagle Delaware’s Board of Directors has at a meeting duly called and held approved this Agreement, the Reincorporation Plan of Merger and the transactions contemplated hereby and thereby. No other corporate proceedings on the part of Entegris or Eagle Delaware are necessary to authorize or approve this Agreement or the Reincorporation Plan of Merger or to consummate the transactions contemplated by this Agreement or the Reincorporation Plan of Merger, except for the approval of the Entegris Voting Proposal by the affirmative vote of the holders of a majority of the outstanding shares of Entegris Common Stock entitled to vote at a meeting (the “Entegris Shareholders’ Meeting”, and together with the Mykrolis Shareholders’ Meeting, the “Shareholders’ Meetings”), of the shareholders of Entegris to consider and vote upon the Entegris Voting Proposal (the “Requisite Entegris Shareholder Approval” and together with the Requisite Mykrolis Shareholder Approval, the “Shareholders’ Approvals”) and the approval by Entegris as sole stockholder of Eagle Delaware of the Reincorporation Plan of Merger and this Agreement. No person is entitled to appraisal or dissenter’s rights under the Delaware General Corporation Law or the Minnesota Business Corporation Act as a result of this Agreement, the Merger, the Reincorporation Merger Agreement, or the Reincorporation MergerReplacement Options.

Authorization and Execution. (i) Each of Entegris and Eagle Delaware The Company has the all requisite corporate power and authority to execute enter into this Agreement and, subject to the adoption and deliver approval of this Agreement and the Reincorporation Plan Merger by the holders of Merger and, subject to approval by Entegris’ shareholders at a majority of the special meeting shares of shareholders referred to in 4.02(c)(iiCompany Common Stock outstanding on the record date for the Company Special Meeting (as defined herein), to consummate the transactions contemplated hereby and therebyby this Agreement. The execution, delivery, execution and performance delivery of this Agreement and, subject to obtaining the requisite approval of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Special Meeting, the performance by the Company of this Agreement, the Merger and the Reincorporation Plan of Merger by Entegris and Eagle Delaware transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. The Board of Directors of Entegris the Company, at meetings duly called and held, has (a) determined that the transactions contemplated by this Agreement, including the Merger, are fair to and in the best interests of the shareholders of the Company, (b) approved this Agreement and the Board of Directors of Eagle Delawaretransactions contemplated hereby, and no further corporate action of Entegris or Eagle Delawareincluding, other than the approval of Entegris’ shareholders and of Entegris as the sole stockholder of Eagle Delaware prior to the Reincorporation Mergerwithout limitation, the filing of the Certificate and the Articles of Merger respectively with the Secretary of State of Delaware and of Minnesota, respectively, in connection with the Reincorporation Merger, and (c) resolved to recommend that the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in connection with Company's shareholders approve and adopt this Agreement, the Merger is necessary to consummate and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Entegris the Company and Eagle Delaware andsubject to the execution and delivery of this Agreement by nStor and the nStor Subsidiary constitutes a legal, assuming the accuracy valid and binding agreement of the representations and warranties of Mykrolis set forth in Section 4.01(c), constitutes the legal, valid, and binding obligation of Entegris and Eagle DelawareCompany, enforceable against each of them the Company in accordance with its terms, except to the extent that enforceability as enforcement may be limited by applicable (i) bankruptcy, insolvency, or reorganization, moratorium and similar laws laws, both state and federal, affecting the enforcement of creditors’ ' rights generallyor remedies in general as from time to time in effect, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a court of law or equity). (ii) Entegris’ Board of Directors has at a meeting duly called and held: (A) determined that this Agreement and the Reincorporation Plan of Merger and the transactions contemplated by this Agreement and the Reincorporation Plan of Merger are advisable and fair to and in the best interests of Entegris’ shareholders; (B) approved this Agreement and the Reincorporation Plan of Merger and the transactions contemplated by this Agreement and the Reincorporation Plan of Merger; and (C) resolved to recommend approval by its shareholders of this Agreement and the Reincorporation Plan of Merger and the Reincorporation Merger and the Merger, including (i) the issuance of the Eagle Delaware Common Stock to former stockholders of Mykrolis contemplated by this Agreement, (ii) the adoption exercise by courts of Eagle Delaware’s Certificate of Incorporation to read as set forth in Exhibit B hereto, and (iii) the adoption of Eagle Delaware’s Bylaws to read as set forth in Exhibit C hereto (collectively, the “Entegris Voting Proposal”). Eagle Delaware’s Board of Directors has at a meeting duly called and held approved this Agreement, the Reincorporation Plan of Merger and the transactions contemplated hereby and thereby. No other corporate proceedings on the part of Entegris or Eagle Delaware are necessary to authorize or approve this Agreement or the Reincorporation Plan of Merger or to consummate the transactions contemplated by this Agreement or the Reincorporation Plan of Merger, except for the approval of the Entegris Voting Proposal by the affirmative vote of the holders of a majority of the outstanding shares of Entegris Common Stock entitled to vote at a meeting (the “Entegris Shareholders’ Meeting”, and together with the Mykrolis Shareholders’ Meeting, the “Shareholders’ Meetings”), of the shareholders of Entegris to consider and vote upon the Entegris Voting Proposal (the “Requisite Entegris Shareholder Approval” and together with the Requisite Mykrolis Shareholder Approval, the “Shareholders’ Approvals”) and the approval by Entegris as sole stockholder of Eagle Delaware of the Reincorporation Plan of Merger and this Agreement. No person is entitled to appraisal or dissenter’s rights under the Delaware General Corporation Law or the Minnesota Business Corporation Act as a result of this Agreement, the Merger, the Reincorporation Merger Agreement, or the Reincorporation Mergerequitable powers.

Authorization and Execution. (i) Each of Entegris nStor and Eagle Delaware the nStor Subsidiary has the all corporate power and authority to execute and deliver enter into this Agreement and the Reincorporation Plan of Merger and, subject to the approval of the issuance of nStor Common Stock pursuant to the Merger by Entegris’ shareholders at the special meeting holders of shareholders referred to in 4.02(c)(ii)a majority of the outstanding shares of nStor Common Stock on the record date for the Special Meeting of the nStor Shareholders, to consummate the transactions transaction contemplated hereby and therebyby this Agreement. The executionexecution and delivery of this Agreement and, deliverysubject to the approval of the issuance of nStor Common Stock pursuant to the Merger by the holders of a majority of the outstanding shares of nStor Common Stock outstanding on the record date for the Special Meeting of the nStor Shareholders, the performance of each of nStor and performance the nStor Subsidiary of this Agreement and the Reincorporation Plan consummation by each of Merger by Entegris and Eagle Delaware them of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the Board part of Directors of Entegris nStor and the Board of Directors of Eagle Delaware, and no further corporate action of Entegris or Eagle Delaware, other than the approval of Entegris’ shareholders and of Entegris as the sole stockholder of Eagle Delaware prior to the Reincorporation Merger, the filing of the Certificate and the Articles of Merger respectively with the Secretary of State of Delaware and of Minnesota, respectively, in connection with the Reincorporation Merger, and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in connection with the Merger is necessary to consummate the transactions contemplated herebynStor Subsidiary. This Agreement has been duly executed and delivered by Entegris each of nStor and Eagle Delaware and, assuming the accuracy nStor Subsidiary and subject to the execution and delivery of this Agreement by the representations and warranties of Mykrolis set forth in Section 4.01(c)Company, constitutes the a legal, valid, valid and binding obligation agreement of Entegris each of nStor and Eagle Delaware, the nStor Subsidiary enforceable against each of them nStor and the nStor Subsidiary, as applicable, in accordance with its terms, except to the extent that enforceability as enforcement may be limited by applicable bankruptcy, (i) bankruptcy insolvency, or reorganization, moratorium and similar laws laws, both state and federal, affecting the enforcement of creditors’ ' rights generallyor remedies in general as from time to time in effect, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a court of law or equity). (ii) Entegris’ Board of Directors has at a meeting duly called and held: (A) determined that this Agreement and the Reincorporation Plan of Merger and the transactions contemplated by this Agreement and the Reincorporation Plan of Merger are advisable and fair to and in the best interests of Entegris’ shareholders; (B) approved this Agreement and the Reincorporation Plan of Merger and the transactions contemplated by this Agreement and the Reincorporation Plan of Merger; and (C) resolved to recommend approval by its shareholders of this Agreement and the Reincorporation Plan of Merger and the Reincorporation Merger and the Merger, including (i) the issuance of the Eagle Delaware Common Stock to former stockholders of Mykrolis contemplated by this Agreement, (ii) the adoption exercise by courts of Eagle Delaware’s Certificate of Incorporation to read as set forth in Exhibit B hereto, and (iii) the adoption of Eagle Delaware’s Bylaws to read as set forth in Exhibit C hereto (collectively, the “Entegris Voting Proposal”). Eagle Delaware’s Board of Directors has at a meeting duly called and held approved this Agreement, the Reincorporation Plan of Merger and the transactions contemplated hereby and thereby. No other corporate proceedings on the part of Entegris or Eagle Delaware are necessary to authorize or approve this Agreement or the Reincorporation Plan of Merger or to consummate the transactions contemplated by this Agreement or the Reincorporation Plan of Merger, except for the approval of the Entegris Voting Proposal by the affirmative vote of the holders of a majority of the outstanding shares of Entegris Common Stock entitled to vote at a meeting (the “Entegris Shareholders’ Meeting”, and together with the Mykrolis Shareholders’ Meeting, the “Shareholders’ Meetings”), of the shareholders of Entegris to consider and vote upon the Entegris Voting Proposal (the “Requisite Entegris Shareholder Approval” and together with the Requisite Mykrolis Shareholder Approval, the “Shareholders’ Approvals”) and the approval by Entegris as sole stockholder of Eagle Delaware of the Reincorporation Plan of Merger and this Agreement. No person is entitled to appraisal or dissenter’s rights under the Delaware General Corporation Law or the Minnesota Business Corporation Act as a result of this Agreement, the Merger, the Reincorporation Merger Agreement, or the Reincorporation Mergerequitable powers.

Authorization and Execution. (i) Each of Entegris Horizons and Eagle Delaware JV Merger has the corporate power and authority to execute and deliver this Agreement and the Reincorporation Plan of Merger and, subject to approval by EntegrisHorizons’ shareholders stockholders at the special meeting of shareholders stockholders referred to in Section 4.02(c)(ii), to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery, and performance of this Agreement by Horizons and the Reincorporation Plan of JV Merger by Entegris and Eagle Delaware have been duly authorized by the Board of Directors of Entegris each of Horizons and the Board of Directors of Eagle DelawareJV Merger, and no further corporate action of Entegris Horizons or Eagle DelawareJV Merger, other than the approval of EntegrisHorizons’ shareholders and of Entegris as the sole stockholder of Eagle Delaware prior to the Reincorporation Merger, the filing of the Certificate and the Articles of Merger respectively with the Secretary of State of Delaware and of Minnesota, respectively, in connection with the Reincorporation Merger, stockholders and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in connection with the Merger Minnesota, is necessary to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Entegris Horizons and Eagle Delaware JV Merger and, assuming the accuracy of the representations and warranties of Mykrolis Analysts and set forth in Section 4.01(c), constitutes the legal, valid, and binding obligation of Entegris each of Horizons and Eagle DelawareJV Merger, enforceable against each of them in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a court of law or equity). (ii) EntegrisHorizons’ Board of Directors has at a meeting duly called and held: (A) unanimously determined that this Agreement and the Reincorporation Plan of Merger and the transactions contemplated by this Agreement and the Reincorporation Plan of Merger are advisable and fair to and in the best interests of Entegris’ shareholdersHorizons and its stockholders; (B) unanimously approved and adopted this Agreement and the Reincorporation Plan of Merger and the transactions contemplated by this Agreement and the Reincorporation Plan of MergerAgreement; and (C) unanimously resolved to recommend approval by its shareholders of this Agreement and the Reincorporation Plan of Merger and the Reincorporation Merger and the Merger, including by its stockholders (i) the issuance of the Eagle Delaware Common Stock to former stockholders of Mykrolis contemplated by this Agreement, (ii) the adoption of Eagle Delaware’s Certificate of Incorporation to read as set forth in Exhibit B hereto, and (iii) the adoption of Eagle Delaware’s Bylaws to read as set forth in Exhibit C hereto (collectively, the “Entegris Horizons Voting Proposal”). Eagle Delaware’s Board of Directors has at a meeting duly called and held approved this Agreement, the Reincorporation Plan of Merger and the transactions contemplated hereby and thereby. No other corporate proceedings on the part of Entegris or Eagle Delaware Horizons are necessary to authorize or approve this Agreement or the Reincorporation Plan of Merger or to consummate the transactions contemplated by this Agreement or the Reincorporation Plan of MergerAgreement, except for the approval of the Entegris Horizons Voting Proposal by the affirmative vote of the holders of a majority of the outstanding shares of Entegris the Horizons Common Stock entitled to vote at a meeting (the “Entegris Horizons Shareholders’ Meeting”, and together with the Mykrolis Shareholders’ Meeting, the “Shareholders’ Meetings”), ) of the shareholders stockholders of Entegris Horizons convened to consider and vote upon the Entegris Horizons Voting Proposal (the “Requisite Entegris Horizons Shareholder Approval” and together with the Requisite Mykrolis Shareholder Approval, the “Shareholders’ Approvals”) and the approval by Entegris as sole stockholder of Eagle Delaware of the Reincorporation Plan of Merger and this Agreement. No person is entitled to appraisal or dissenter’s rights under the Delaware General Corporation Law or the Minnesota Business Corporation Act as a result of this Agreement, the Merger, the Reincorporation Merger Agreement, or the Reincorporation Merger).

Authorization and Execution. (i) Each of Entegris and Eagle Delaware Analysts has the corporate power and authority to execute and deliver this Agreement and the Reincorporation Plan of Merger and, subject to approval by EntegrisAnalysts’ shareholders stockholders at the special meeting of shareholders stockholders referred to in 4.02(c)(iiSection 4.01(c)(ii), to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery, and performance of this Agreement and the Reincorporation Plan of Merger by Entegris and Eagle Delaware Analysts have been duly authorized by the Board of Directors of Entegris and the Board of Directors of Eagle DelawareAnalysts, and no further corporate action of Entegris or Eagle DelawareAnalysts, other than the approval of Entegris’ shareholders and of Entegris as the sole stockholder of Eagle Delaware prior to the Reincorporation Merger, the filing of the Certificate and the Articles of Merger respectively with the Secretary of State of Delaware and of Minnesota, respectively, in connection with the Reincorporation Merger, its stockholders and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in connection with the Merger Minnesota, is necessary to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Entegris and Eagle Delaware Analysts and, assuming the accuracy of the representations and warranties of Mykrolis Horizons and JV Merger set forth in Section 4.01(c4.02(c), constitutes the legal, valid, and binding obligation of Entegris and Eagle DelawareAnalysts, enforceable against each of them Analysts in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a court of law or equity). (ii) EntegrisAnalysts’ Board of Directors has at a meeting duly called and held: (A) unanimously determined that this Agreement and the Reincorporation Plan of Merger and the transactions contemplated by this Agreement and the Reincorporation Plan of Merger are advisable and fair to and in the best interests of Entegris’ shareholdersAnalysts and its stockholders; (B) unanimously approved and adopted this Agreement and the Reincorporation Plan of Merger and the transactions contemplated by this Agreement and the Reincorporation Plan of MergerAgreement; and (C) unanimously resolved to recommend approval by its shareholders of this Agreement and the Reincorporation Plan of Merger and the Reincorporation Merger and the Merger, including by its stockholders (i) the issuance of the Eagle Delaware Common Stock to former stockholders of Mykrolis contemplated by this Agreement, (ii) the adoption of Eagle Delaware’s Certificate of Incorporation to read as set forth in Exhibit B hereto, and (iii) the adoption of Eagle Delaware’s Bylaws to read as set forth in Exhibit C hereto (collectively, the “Entegris Analysts Voting Proposal”). Eagle Delaware’s Board of Directors has at a meeting duly called and held approved this Agreement, the Reincorporation Plan of Merger and the transactions contemplated hereby and thereby. No other corporate proceedings on the part of Entegris or Eagle Delaware Analysts are necessary to authorize or approve this Agreement or the Reincorporation Plan of Merger or to consummate the transactions contemplated by this Agreement or the Reincorporation Plan of MergerAgreement, except for the approval of the Entegris Analysts Voting Proposal by the affirmative vote of the holders of a majority of the outstanding shares of Entegris the Analysts Common Stock entitled to vote at a meeting (the “Entegris Analysts Shareholders’ Meeting”, and together with the Mykrolis Shareholders’ Meeting, the “Shareholders’ Meetings”), ) of the shareholders stockholders of Entegris Analysts convened to consider and vote upon the Entegris Analysts Voting Proposal (the “Requisite Entegris Analysts Shareholder Approval” and together with ”). A committee of disinterested directors of the Requisite Mykrolis Shareholder Approval, Analysts Board has unanimously approved the “Shareholders’ Approvals”) Merger and the approval other transactions contemplated hereby by Entegris as sole stockholder the Analysts Board under the provisions of Eagle Delaware Section 302A.673 of the Reincorporation Plan MBCA such that Section 302A.673 of Merger and this Agreement. No person is entitled to appraisal or dissenter’s rights under the Delaware General Corporation Law or the Minnesota Business Corporation Act as a result of MBCA does not prohibit (i) this Agreement, (ii) the Merger, transactions contemplated hereby or (iii) “business combinations” (as defined in such Section 302A.673) between Horizons and the Reincorporation Merger Agreement, or Surviving Corporation after the Reincorporation MergerEffective Time.

Authorization and Execution. (ia) Each The execution, delivery and performance by each Seller and the Corporation of Entegris and Eagle Delaware has the corporate power and authority to execute and deliver this Agreement and the Reincorporation Plan transaction documents to which it is party, and the consummation by each the Seller and the Corporation of Merger and, subject to approval by Entegris’ shareholders at the special meeting of shareholders referred to in 4.02(c)(ii), to consummate the transactions contemplated hereby and thereby. The executionthereby are within such corporate powers and have been duly authorized by all necessary corporate action on the part of each the Seller and the Corporation, deliveryexcept, and performance as to the Seller, for the required approval of the Seller’s stockholders in connection with the approval of this Agreement and the Reincorporation Plan of Merger by Entegris and Eagle Delaware have been duly authorized by the Board of Directors of Entegris and the Board of Directors of Eagle Delaware, and no further corporate action of Entegris or Eagle Delaware, other than the approval of Entegris’ shareholders and of Entegris as the sole stockholder of Eagle Delaware prior to the Reincorporation Merger, the filing consummation of the Certificate and the Articles of Merger respectively with the Secretary of State of Delaware and of Minnesota, respectively, in connection with the Reincorporation Merger, and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in connection with the Merger is necessary to consummate the transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by Entegris and Eagle Delaware constitutes, and, assuming when executed at the accuracy of the representations and warranties of Mykrolis set forth in Section 4.01(c)Closing, constitutes the legaleach transaction document will constitute, valid, a valid and binding obligation agreement of Entegris and Eagle Delawareeach Seller, enforceable against each of them such Seller in accordance with its terms, except subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, or similar insolvency and other laws affecting the enforcement rights and remedies of creditors’ rights generally, creditors and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a court of law or equity)equitable principles. (iib) Entegris’ Board of Directors has at At a meeting duly called and held: , the Seller’s board of directors has (Ai) unanimously determined that this Agreement and the Reincorporation Plan of Merger and the transactions contemplated by this Agreement and the Reincorporation Plan of Merger Transactions are advisable and fair to and in the best interests of Entegris’ shareholders; the Seller’s stockholders, (Bii) unanimously approved and adopted this Agreement and the Reincorporation Plan Transactions and (iii) unanimously resolved to recommend approval and adoption of Merger this Agreement to its stockholders (such recommendation, the “Seller’s Board Recommendation”). (c) Seller has delivered to the Purchaser simultaneously with the execution and delivery of this Agreement an irrevocable written consent of stockholders executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who holds by Proxy not less than fifty percent (50)% of the votes entitled to be cast (the “Written Consent of Stockholder”) approving this Agreement and the transactions contemplated hereby. The Written Consent of the Stockholder has been duly and validly obtained in accordance with the DGCL and applicable Law and shall become effective not later than twenty (20) days after the Definitive Information Statement (as defined below) is first sent to the Seller’s stockholders. The Written Consent of Stockholder has been filed with the Secretary of the Company may not be revoked by this Agreement the stockholder, and the Reincorporation Plan of Merger; and (C) resolved to recommend approval vote taken by its shareholders of this Agreement and the Reincorporation Plan of Merger and the Reincorporation Merger and the Merger, including (i) the issuance of the Eagle Delaware Common Stock to former stockholders of Mykrolis contemplated by this Agreement, (ii) the adoption of Eagle Delaware’s Certificate of Incorporation to read Seller as set forth in Exhibit B hereto, and (iii) the adoption Written Consent of Eagle Delaware’s Bylaws to read as set forth in Exhibit C hereto (collectively, Stockholder is the “Entegris Voting Proposal”). Eagle Delaware’s Board of Directors has at a meeting duly called and held approved this Agreement, the Reincorporation Plan of Merger and the transactions contemplated hereby and thereby. No other corporate proceedings on the part of Entegris or Eagle Delaware are necessary to authorize or approve this Agreement or the Reincorporation Plan of Merger or to consummate the transactions contemplated by this Agreement or the Reincorporation Plan of Merger, except for the approval of the Entegris Voting Proposal by the affirmative only vote of the holders of a majority any of the outstanding Company’s capital stock necessary in connection with the consummation of the transactions contemplated hereby. (d) Corporation’s Stock to be transferred by Seller to Purchaser hereunder shall be validly and legally issued, fully paid and nonassessable shares of Entegris Common Stock entitled to vote at a meeting (the “Entegris Shareholders’ Meeting”Corporation’s common stock, free and together with the Mykrolis Shareholders’ Meetingclear of any liens, the “Shareholders’ Meetings”)claims, of the shareholders of Entegris to consider encumbrances and vote upon the Entegris Voting Proposal (the “Requisite Entegris Shareholder Approval” and together with the Requisite Mykrolis Shareholder Approval, the “Shareholders’ Approvals”) and the approval by Entegris as sole stockholder of Eagle Delaware of the Reincorporation Plan of Merger and this Agreement. No person is entitled to appraisal or dissenter’s rights under the Delaware General Corporation Law or the Minnesota Business Corporation Act as a result of this Agreement, the Merger, the Reincorporation Merger Agreement, or the Reincorporation Mergerrestrictions.