AGREEMENT AND PLAN OF MERGER by and among EMD GROUP HOLDING II, INC., EMD PERFORMANCE MATERIALS SEMICONDUCTOR SERVICES CORP. and INTERMOLECULAR, INC. Dated as of May 6, 2019Agreement and Plan of Merger • May 6th, 2019 • Intermolecular Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 6, 2019 by and among EMD Group Holding II, Inc., a Delaware corporation (“Parent”), EMD Performance Materials Semiconductor Services Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Intermolecular, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 9.1.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 3rd, 2013 • Intermolecular Inc • Semiconductors & related devices • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May __, 2013 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and INTERMOLECULAR, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
·] Shares INTERMOLECULAR, INC. COMMON STOCK, PAR VALUE $0.001 UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2011 • Intermolecular Inc • Semiconductors & related devices • New York
INTERMOLECULAR, INC. 2011 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • November 7th, 2011 • Intermolecular Inc • Semiconductors & related devices • Delaware
Intermolecular, Inc., a Delaware corporation (the “Company”), pursuant to its 2011 Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (the “Optionee”), an option to purchase the number of shares of the common stock of the Company (“Shares”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
INTERMOLECULAR, INC. FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 7th, 2011 • Intermolecular Inc • Semiconductors & related devices • Delaware
This Indemnification Agreement (“Agreement”) is effective as of by and between Intermolecular, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SEPARATION AGREEMENTSeparation Agreement • November 2nd, 2016 • Intermolecular Inc • Semiconductors & related devices • California
This Separation Agreement (the “Agreement”) by and between Scot A. Griffin (“Executive”) and Intermolecular, Inc., a Delaware corporation (the “Company”), is made effective as of the eighth (8th) day following the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:
COLLABORATIVE DEVELOPMENT PROGRAM AGREEMENTCollaborative Development Program Agreement • November 7th, 2011 • Intermolecular Inc • Semiconductors & related devices • California
This [*]COLLABORATIVE DEVELOPMENT PROGRAM AGREEMENT (“Agreement”) is made as of March 15, 2010 (“Effective Date”) by and among TOSHIBA CORPORATION doing business at 1-1, Shibaura 1-chome, Minato-ku, Tokyo 105-8001, Japan (together with its Affiliates, “Toshiba”), SANDISK CORPORATION doing business at 601 McCarthy Boulevard, Milpitas, CA 95035 USA (together with its Affiliates, “SanDisk”), and INTERMOLECULAR, INC. doing business at 2865 Zanker Road, San Jose, CA 95134 USA (together with its Affiliates, “Intermolecular”). Toshiba, SanDisk and Intermolecular shall be referred to herein individually as a party or collectively as the parties.
INTERMOLECULAR, INC.Restricted Stock Purchase Agreement • July 29th, 2011 • Intermolecular Inc • California
Intermolecular, Inc. (the “Company”), pursuant to its 2004 Equity Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to the Optionee listed below (“Optionee”), an option to purchase the number of shares of the Company’s Common Stock set forth below, subject to the terms and conditions of the Plan and this Stock Option Agreement. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Agreement.
Wets Workflow Purchase AgreementWorkflow Purchase Agreement • November 7th, 2011 • Intermolecular Inc • Semiconductors & related devices • New York
This Wets Workflow Purchase Agreement (the “Agreement”), effective as of July 13, 2007, or, if left blank, the last date of signature by a party hereto (the “Effective Date”), is made by and between Advanced Technology Materials, Inc., with a principal place of business at 7 Commerce Drive, Danbury, CT 06810 (“ATMI”), and Intermolecular, Inc., with a principal place of business at 2865 Zanker Road, San Jose, California 95134 (“IM”). ATMI and IM are sometimes referred to herein individually as a “party” and collectively as the “parties.”
INTERMOLECULAR, INC. AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • May 4th, 2017 • Intermolecular Inc • Semiconductors & related devices • California
This Amended and Restated Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Bill Roeschlein (“Executive”) and Intermolecular, Inc. (the “Company”), effective as of April 3, 2017 (the “Effective Date”).
ADVANCED MEMORY DEVELOPMENT PROGRAM AGREEMENT Elpida Memory, Inc. - Intermolecular, Inc.Supplemental Joint Development Agreement • November 7th, 2011 • Intermolecular Inc • Semiconductors & related devices • New York
This Advanced Memory Development Program Agreement (“Agreement”) is made as of May 22, 2008 (“Effective Date”) between Elpida Memory, Inc., a Japanese corporation operating at 2-1, Yaesu 2-chome, Chuo-ku, Tokyo 104-0028, Japan (“Elpida”), and Intermolecular, Inc., a Delaware corporation operating at 2865 Zanker Road, San Jose, California 95134 or designated Affiliate (“Intermolecular” or “IM”). Elpida and IM are sometimes referred to herein individually as a “party” and collectively as the “parties”.
ALLIANCE AGREEMENT ADVANCED TECHNOLOGY MATERIALS, INC. AND INTERMOLECULAR, INC.Alliance Agreement • October 26th, 2011 • Intermolecular Inc • Semiconductors & related devices • New York
This ALLIANCE AGREEMENT (the “Agreement”), effective as of November 17, 2006 (the “Effective Date”), is made by and between Advanced Technology Materials, Inc., with a principal place of business at 7 Commerce Drive, Danbury, CT 06810 (“ATMI”), and Intermolecular, Inc., with a principal place of business at 2865 Zanker Road, San Jose, California 95134 (“IM”). ATMI and IM are sometimes referred to herein individually as a “party” and collectively as the “parties.”
Dry Workflow Purchase AgreementWorkflow Purchase Agreement • October 26th, 2011 • Intermolecular Inc • Semiconductors & related devices • New York
This Dry Workflow Purchase Agreement (“Agreement”), effective as of December 16, 2008, or, if 1eft blank, the last date of signature by a party hereto (“Effective Date”), is made by and between Advance Technology Materials. Inc., with a principal place of business at 7 Commerce Drive, Danbury, CT 06810 (“Customer”), and Intermolecular, Inc., with a principal place of business at 2865 Zanker Road, San Jose, CA 95134 (“IM”). Customer and IM are sometimes referred to herein individually as a ‘‘party” and collectively as the “parties.”
COLLABORATIVE DEVELOPMENT PROGRAM AGREEMENT GLOBALFOUNDRIES Inc. — Intermolecular, Inc.Collaborative Development Program Agreement • September 30th, 2011 • Intermolecular Inc • Semiconductors & related devices • California
This Collaborative Development Program Agreement (“Agreement”) is made as of June 1st, 2011 (“Effective Date”) between GLOBALFOUNDRIES Inc., an exempted company incorporated under the laws of the Cayman Islands, and having a registered address at PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (“GF”), and Intermolecular, Inc., a Delaware corporation operating at 3011 North First Street, San Jose, California 95134 or designated Affiliate (“Intermolecular” or “IM”). GF and IM are sometimes referred to herein individually as a “party” and collectively as the “parties”.
INTERMOLECULAR, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • November 7th, 2011 • Intermolecular Inc • Semiconductors & related devices • California
This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between David Lazovsky (“Executive”) and Intermolecular, Inc. (the “Company”), effective as of the date of the closing of the Company’s initial public offering of shares of its common stock (the “Effective Date”).
ContractResearch Agreement • October 3rd, 2014 • Intermolecular Inc • Semiconductors & related devices
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
ContractPurchase Agreement • September 30th, 2011 • Intermolecular Inc • Semiconductors & related devices
[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • May 6th, 2019 • Intermolecular Inc • Semiconductors & related devices • Delaware
COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of [●], 2019 (this “Agreement”), by and between EMD Group Holding II, Inc., a Delaware corporation (“Parent”), and the stockholder identified on the signature pages hereto (the “Stockholder”).
Second Addendum to [***] Collaborative Development Program AgreementProgram Agreement • September 6th, 2013 • Intermolecular Inc • Semiconductors & related devices
This Second Addendum ("Second Addendum") to the [***] Collaborative Development Program Agreement dated as of March 15, 2010 (“Original Agreement”) as amended by the First Addendum to [***] Collaborative Development Program Agreement effective March 15, 2012 (“First Addendum”) (the Original Agreement and First Addendum are collectively the "Agreement") is dated effective March 15, 2013 ("Second Addendum Effective Date") and is entered into by and among TOSHIBA CORPORATION doing business at 1-1, Shibaura 1-chome, Minato-ku, Tokyo 105-8001, Japan (together with its Affiliates, “Toshiba”), SANDISK CORPORATION doing business at 951 SanDisk Drive, Milpitas, CA 95035-7933 USA (together with its Affiliates, “SanDisk”), and INTERMOLECULAR, INC. doing business at 3011 North 1st Street, San Jose, CA 95134 USA (together with its Affiliates, “Intermolecular”). Toshiba, SanDisk and Intermolecular shall be referred to herein individually as a party or collectively as the parties. Any capitalized ter
ContractWorkflow Purchase Agreement • September 30th, 2011 • Intermolecular Inc • Semiconductors & related devices
[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
GOVERNANCE AGREEMENTGovernance Agreement • November 16th, 2016 • Intermolecular Inc • Semiconductors & related devices • Delaware
This GOVERNANCE AGREEMENT is made and entered into as of November 14, 2016 (the “Agreement”) by and between Intermolecular, Inc., a Delaware corporation (the “Company”), and Raging Capital Management, LLC, a Delaware limited liability company (the “Investor”). The Company and the Investor are referred to herein as the “Parties.”
INTERMOLECULAR, INC. COMMON STOCK WARRANTCommon Stock Warrant • July 29th, 2011 • Intermolecular Inc • Delaware
Intermolecular, Inc. (the “Company”) hereby grants to the Holder set forth in Article I below (“Holder”), a warrant (a “Warrant”) to purchase the number of shares of the Company’s Common Stock (“Shares”) set forth below, subject to the terms and conditions of this Warrant, including the terms of the Notice attached hereto as Exhibit A.
SEPARATION AGREEMENTSeparation Agreement • May 4th, 2017 • Intermolecular Inc • Semiconductors & related devices • California
This Separation Agreement (the “Agreement”) by and between C. Richard Neely, Jr. (“Executive”) and Intermolecular, Inc., a Delaware corporation (the “Company”), is made effective as of the eighth (8th) day following the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:
ContractResearch Agreement • February 27th, 2015 • Intermolecular Inc • Semiconductors & related devices
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 29th, 2011 • Intermolecular Inc • Delaware
This Indemnification Agreement (the “Agreement”) is made as of June , 2011, by and between Intermolecular, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 7th, 2013 • Intermolecular Inc • Semiconductors & related devices • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May __, 2013 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and INTERMOLECULAR, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
First Addendum to [*] Collaborative Development Program AgreementIntermolecular Inc • May 8th, 2012 • Semiconductors & related devices
This First Addendum (“First Addendum”) to the [*] Collaborative Development Program Agreement dated as of March 15, 2010 (the “Agreement”) dated as of March 28, 2012 and effective as of March 15, 2012 (“First Addendum Effective Date”) is entered into by and among TOSHIBA CORPORATION doing business at 1-1, Shibaura 1-chome, Minato-ku, Tokyo 105-8001, Japan (together with its Affiliates, “Toshiba”), SANDISK CORPORATION doing business at 601 McCarthy Boulevard, Milpitas, CA 95035 USA (together with its Affiliates, “SanDisk”), and INTERMOLECULAR, INC. doing business at 3011 North 1st Street, San Jose, CA 95134 USA (together with its Affiliates, “Intermolecular”). Toshiba, SanDisk and Intermolecular shall be referred to herein individually as a party or collectively as the parties. Any capitalized terms not defined herein shall have the meanings given to them as set forth in the Agreement.
ASSET PURCHASE AGREEMENT by and between: INTERMOLECULAR, INC. a Delaware corporation, and SYMYX TECHNOLOGIES, INC. a Delaware corporation. Dated as of July 28, 2011Asset Purchase Agreement • September 9th, 2011 • Intermolecular Inc • Semiconductors & related devices • California
This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of July 28, 2011 (the “Execution Date”) and is entered into between Intermolecular, Inc., a Delaware corporation (“Buyer”), and Symyx Technologies, Inc., a Delaware corporation (“Seller”). Each of Seller and Buyer are referred to herein as a “Party” and together as the “Parties.” Certain capitalized terms used in this Agreement are defined in Section 9.2 of this Agreement.
ContractWets Workflow Purchase Agreement • March 10th, 2014 • Intermolecular Inc • Semiconductors & related devices
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Amendment No. 2 to the Research Agreements between Guardian Industries and IntermolecularResearch Agreement • March 10th, 2014 • Intermolecular Inc • Semiconductors & related devices
WHEREAS GUARDIAN INDUSTRIES CORP., a Delaware corporation located at 2300 Harmon Road, Auburn Hills, Michigan 48326 (hereinafter referred to as "Guardian") and INTERMOLECULAR, INC., a Delaware corporation located at 3011 North First Street, San Jose, California 95134 (hereinafter referred to as "Intermolecular"), entered into the following agreements –
AMENDMENT TO INTERMOLECULAR, INC.Change in Control and Severance Agreement • August 6th, 2015 • Intermolecular Inc • Semiconductors & related devices
This amendment (“Amendment”) to that Change in Control and Severance Agreement entered into by and between Scot Griffin (“Executive”) and Intermolecular, Inc. (the “Company”) on October 13, 2014 (the “Agreement”) is hereby entered into as of May 6, 2015 (“Amendment Effective Date”).
ContractIntermolecular Inc • December 13th, 2013 • Semiconductors & related devices • California
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Information Equipment Supply & Technology Licensing Contract
ContractIntermolecular Inc • November 7th, 2013 • Semiconductors & related devices • California
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Information Equipment Supply & Technology Licensing Contract
CDP AgreementCDP Agreement • March 4th, 2013 • Intermolecular Inc • Semiconductors & related devices • California
This CDP Agreement (“Agreement”) is made by and between First Solar Inc. a Delaware corporation doing business at 28101 Cedar Park Blvd., Perrysburg, Ohio 43551 (“Customer”), and Intermolecular, Inc., a Delaware corporation doing business at 3011 North First St., San Jose, CA 95134 (“IMI”).
March 8, 2013 Mr. John Behnke Re: Separation Agreement and General Release Dear Mr. Behnke:Letter Agreement • May 2nd, 2013 • Intermolecular Inc • Semiconductors & related devices
This letter agreement (“Agreement”) confirms the terms of the offer made to you by Intermolecular Inc. (the “Company”) in connection with the resignation of your employment, effective as of March 8, 2013 (the “Termination Date”). If you sign and return this letter to me on or before March 29, 2013, it shall become a binding agreement between you and the Company effective as of the eighth day after you sign the Agreement (the “Effective Date”), and you will receive the termination benefits described herein. If you do not sign and return it, or if you revoke it in accordance with the terms of Section 6(c), below, you will receive no payments or benefits from the Company after the Termination Date other than as required by applicable law.
