INDEMNIFICATION AGREEMENTIndemnification Agreement • February 27th, 2019 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • Delaware
This Indemnification Agreement ("Agreement") is made as of ________ __, ____ by and between Innophos Holdings, Inc., a Delaware corporation (the "Company"), and the undersigned individual ("Indemnitee"). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
CREDIT AGREEMENT among INNOPHOS HOLDINGS, INC., as the Company, CERTAIN DOMESTIC SUBSIDIARIES OF THE COMPANY FROM TIME TO TIME PARTY HERETO, as Subsidiary Borrowers, CERTAIN DOMESTIC SUBSIDIARIES OF THE COMPANY FROM TIME TO TIME PARTY HERETO, as...Credit Agreement • December 22nd, 2016 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • New York
THIS CREDIT AGREEMENT, dated as of December 22, 2016, is by and among INNOPHOS HOLDINGS, INC., a Delaware corporation (the “Company”), the Subsidiary Borrowers (as hereinafter defined), the Guarantors (as hereinafter defined), the banks and financial institutions from time to time parties to this Agreement (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
AGREEMENT AND PLAN OF MERGER by and among Iris Parent LLC, Iris Merger Sub 2019, Inc. and Innophos Holdings, Inc. Dated as of October 20, 2019Agreement and Plan of Merger • October 21st, 2019 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 20, 2019, by and among Iris Parent LLC, a Delaware limited liability company (“Parent”), Iris Merger Sub 2019, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Innophos Holdings, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
Re: Retention Bonus AgreementLetter Agreement • December 22nd, 2006 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • New York
As you know, Innophos, Inc. (“Innophos” or the “Company”) has explored a number of strategic alternatives including an initial public offering (an “IPO”) of Equity Securities of Innophos Holdings, Inc. or its successor (as the case may be, “Parent”). This letter agreement (this “Agreement”) sets forth, among other things, the special incentive arrangements for which you will be eligible in connection with your continued employment and cooperation in the event of an IPO. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in paragraph 4 below.
] Shares Innophos Holdings, Inc. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2006 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 1st, 2018 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • New Jersey
AGREEMENT, dated April 1, 2016 (the “Agreement”), by and between Innophos Holdings, Inc., a Delaware corporation (the “Company”), and Hermanus (Han) Kieftenbeld (the “Executive”).
LONG-TERM INCENTIVE AWARD AGREEMENT (Including Confidentiality, Non-Competition and Non-Solicitation Covenants)Long-Term Incentive Award Agreement • April 4th, 2019 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • Delaware
This LONG-TERM INCENTIVE AWARD AGREEMENT (“Agreement”) made as of the date shown below by and between Innophos Holdings, Inc., a Delaware corporation (the “Company”), and the individual named on the signature page hereof (the “Participant”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 27th, 2019 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • New Jersey
This CHANGE OF CONTROL AGREEMENT (the “Agreement”), dated April 26, 2017 (the “Effective Date”), by and between Innophos Holdings, Inc., a Delaware corporation (the “Company”), and Mark Santangelo (the “Executive”).
AWARD AGREEMENTAward Agreement • June 15th, 2009 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • Delaware
This Agreement evidences the terms and conditions under which (i) options to purchase (referred to individually as an “Option” and collectively as the “Options”) shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”) are being granted and/or (ii) shares of Common Stock are being awarded (referred to individually as an “Award” and collectively as “Awards”) on a conditional or contingent basis, in each case pursuant to the Company’s benefit plan or plans identified herein (collectively, the “Plan”). Shares of Common Stock issued upon exercise of Options under this Agreement are referred to as “Option Shares.” Shares of Common Stock issued pursuant to Awards made under this Agreement are referred to as “Restricted Shares” or “Performance Shares,” as the case may be. Collectively, Option Shares, Restricted Shares and Performance Shares are sometimes referred to as “Shares.” Capitalized terms used in this Agreement without definition herein are intended to have th
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDPurchasing Agreement • May 19th, 2008 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products
***** INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION.
COOPERATION AGREEMENTCooperation Agreement • January 14th, 2016 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • Delaware
This Cooperation Agreement (this “Agreement”), dated January 11, 2016, is made by and among FrontFour Capital Group, LLC and the entities and natural persons listed on Exhibit A hereto (collectively, “FrontFour”) and Innophos Holdings, Inc., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENT BY AND AMONG KI ACQUISITION INC. and THE SHAREHOLDERS SET FORTH ON SCHEDULE 1 ATTACHED HERETO AND INNOPHOS, INC. Dated October 31, 2011Stock Purchase Agreement • November 3rd, 2011 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made on October 31, 2011, by and among (a) KI Acquisition Inc., a Delaware corporation (the “Company”), (b) each of shareholders set forth on Schedule 1 attached hereto which are all of the shareholders of the Company (each a “Shareholder” and collectively, the “Shareholders”), and (c) Innophos, Inc., a Delaware corporation (“Buyer”).
THIRD AMENDMENT Dated as of April 16, 2007Third Amendment • March 14th, 2008 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • New York
This THIRD AMENDMENT (this “Amendment”) is entered into between INNOPHOS, INC., a Delaware corporation (the “Borrower”), and BEAR STEARNS CORPORATE LENDING INC., as administrative agent under the Credit Agreement described below (in such capacity, the “Administrative Agent”).
EXHIBIT A to LOAN AND SECURITY AGREEMENT ASSIGNMENT AND ACCEPTANCE AGREEMENTLoan and Security Agreement • May 7th, 2010 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products
LONG TERM INCENTIVE AWARD AGREEMENTLong Term Incentive Award Agreement • February 28th, 2017 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • Delaware
This LONG TERM INCENTIVE AWARD AGREEMENT (“Agreement”) made as of the date shown below by and between Innophos Holdings, Inc., a Delaware corporation (the “Company”), and the individual named on the signature page hereof (“the Participant”).
STOCK AND LLC INTEREST PURCHASE AGREEMENT among INNOPHOS, INC. AMT LABS, INC. WOODY IV, LLC, DR. SEN-MAW FANG, Ph.D., INDIVIDUALLY AND AS REPRESENTATIVE, AND THE SEN-MAW FANG TRUST, THE THERESA S. FANG TRUST, BING L. FANG, OLIVER L. FANG, THE FANG...Stock and LLC Interest Purchase Agreement • July 23rd, 2012 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • Delaware
STOCK AND LLC INTEREST PURCHASE AGREEMENT dated as of July 17, 2012 (the “Effective Date”), among Innophos, Inc., a Delaware corporation (“Purchaser”), AMT Labs, Inc., a Delaware corporation (the “Company”), Woody IV, LLC, a Utah limited liability company (“Woody IV”), Dr. Sen-Maw Fang, Ph.D. (“Dr. Fang” or “Representative”), The Sen-Maw Fang Trust, The Theresa S. Fang Trust, Bing L. Fang, Oliver L. Fang, The Fang Family Dynasty Trust I, and The Fang Family Dynasty Trust II (such individuals and trusts, the “Stockholders”), and The Fang Family Dynasty Trust I, and The Fang Family Dynasty Trust II (such trusts, the “LLC Members”). Purchaser, Company, Representative, the Stockholders and the LLC Members are each from time to time referred to individually herein as a “Party”, and collectively as the “Parties”.
AWARD AGREEMENTAward Agreement • October 25th, 2007 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • Delaware
INNOPHOS HOLDINGS, INC. PURCHASE AGREEMENT April 11, 2007Purchase Agreement • April 17th, 2007 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • New York
AGREEMENT AND PLAN OF MERGER Dated as of July 28, 2017 by and among INNOPHOS HOLDINGS, INC., THOR MERGER SUB, INC., GENNX NOVEL HOLDING, INC. and GENNX NOVEL REPRESENTATIVE, LLC as the Shareholders’ RepresentativeAgreement and Plan of Merger • August 1st, 2017 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 28, 2017 (this “Agreement”), is made by and among: (i) Innophos Holdings, Inc., a Delaware corporation, (“Parent”); (ii) Thor Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”); (iii) GenNx Novel Holding, Inc., a Delaware corporation (the “Company”) and (iv) GenNx Novel Representative, LLC, a Delaware limited liability company, solely in its capacity as the shareholder representative hereunder (the “Shareholders’ Representative”). Capitalized terms used herein without definition shall have the meanings specified in ARTICLE I.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 7th, 2015 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 7, 2015, is by and among INNOPHOS HOLDINGS, INC., a Delaware corporation (the “Company”), the Subsidiary Borrowers (as defined in the Credit Agreement), the Guarantors (as defined in the Credit Agreement), the Lenders (as defined in the Credit Agreement) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
ContractInnophos Holdings, Inc. • February 28th, 2017 • Wholesale-chemicals & allied products
THIS AMENDMENT AGREEMENT TO A CERTAIN PARTIAL ASSIGNMENT OF RIGHTS AND DUTIES AGREEMENT APICOA01-032/2013 IS ENTERED INTO BY AND BETWEEN ADMINISTRACIÓN PORTUARIA INTEGRAL DE COATZACOALCOS S.A. DE C.V., HEREIN REPRESENTED BY DR. OVIDIO NOVAL NICOLAU, IN HIS CAPACITY AS CHIEF EXECUTIVE OFFICER, PARTY OF THE FIRST PART, AND INNOPHOS FOSFATADOS DE MÉXICO, S. DE R.L. DE C.V., HEREIN REPRESENTED BY HECTOR LUIS SERRANO SAUCEDO, ESQ., IN HIS CAPACITY AS LEGAL ATTORNEY-IN-FACT, PARTY OF THE SECOND PART, HEREINAFTER AND FOR THE PURPOSE OF THIS AGREEMENT REFERRED TO AS API AND INNOPHOS, RESPECTIVELY, IN ACCORDANCE WITH THE FOLLOWING ANTECEDENTS, REPRESENTATIONS AND ARTICLES:
TERMINATION OF ADVISORY AGREEMENTTermination Of • March 22nd, 2007 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products
This TERMINATION OF ADVISORY AGREEMENT (this “Termination”) is made as of November 7, 2006 by and among Innophos Holdings, Inc., a Delaware corporation (“Holdings”), Innophos, Inc., a Delaware corporation (the “Company”) and Bain Capital LLC (“Bain”). The Company, Holdings and Bain are collectively referred to herein as the “Parties.” Except as otherwise indicated herein, capitalized terms used herein have the respective meanings given such terms in the Advisory Agreement.
PURIFIED WET PHOSPHORIC ACID SUPPLY AGREEMENTPurified Wet Phosphoric Acid Supply Agreement • July 2nd, 2018 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products
This Agreement (this “Agreement”) is made effective as of July 30, 2018 (the “Effective Date”), by and between Innophos, Inc., a Delaware corporation (“Innophos”), and PCS Sales (USA), Inc., a Delaware corporation (“Supplier”). Innophos and Supplier are each referred to as a “Party” and collectively as the “Parties.”
FOURTH AMENDMENT Dated as of August 14, 2008Fourth Amendment • August 19th, 2008 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • New York
This FOURTH AMENDMENT (this “Amendment”) is entered into between INNOPHOS, INC., a Delaware corporation (the “Borrower”), and BEAR STEARNS CORPORATE LENDING INC., as administrative agent under the Credit Agreement described below (in such capacity, the “Administrative Agent”).
FORM OF] ACCOUNT DESIGNATION NOTICEJoinder Agreement • August 31st, 2010 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products
RE: Credit Agreement, dated as of August 27, 2010, by and among Innophos Holdings, Inc., a Delaware corporation (the “Company”), the Subsidiary Borrowers party thereto (together with the Company, collectively the “Borrowers”), the Guarantors, the Lenders and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement)
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 23rd, 2014 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 18, 2014, is by and among INNOPHOS HOLDINGS, INC., a Delaware corporation (the “Company”), the Subsidiary Borrowers (as defined in the Credit Agreement), the Guarantors (as defined in the Credit Agreement), the Lenders (as defined in the Credit Agreement) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
SECOND AMENDMENT Dated as of October 27, 2006Second Amendment • March 22nd, 2007 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • New York
This SECOND AMENDMENT (this “Amendment”) is entered into between INNOPHOS, INC., a Delaware corporation (the “Borrower”), and BEAR STEARNS CORPORATE LENDING INC., as administrative agent under the Credit Agreement described below (in such capacity, the “Administrative Agent”).
AWARD AGREEMENTAward Agreement • May 1st, 2008 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • Delaware
request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) embodying or relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its controlled affiliates which the Participant may then possess or control, provided that the Participant may retain a copy of contact information consisting of names, telephone numbers and other contact details relating to outside parties so long as the Participant does not use such material in a manner that is otherwise prohibited by this Agreement.
July 14, 2006Innophos Holdings, Inc. • July 19th, 2006
PCS Nitrogen Fertilizer, L.P. Northbrook, IL 60062Innophos Holdings, Inc. • July 2nd, 2018 • Wholesale-chemicals & allied products
Reference is hereby made to that certain Services Agreement (the “Services Agreement”), dated as of the date hereof, by and between PCS Nitrogen Fertilizer, L.P., a Delaware limited partnership (“PCS”), and Innophos, Inc., a Delaware corporation (“Innophos”). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Services Agreement.
SUPPLY AGREEMENT (SULPHURIC ACID)Supply Agreement • March 14th, 2008 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • New York
SUPPLY AGREEMENT, dated as of August 13, 2004 (this “Agreement”), between Rhodia Inc., a corporation organized under the laws of the State of Delaware (“Rhodia U.S.”) and Innophos, Inc. (f/k/a Phosphates Acquisition, Inc.), a corporation organized under the laws of Delaware (the “Purchaser”).
ASSET PURCHASE AGREEMENT by and among TRIARCO INDUSTRIES, INC., REED COMPANY, L.L.C., RODGER R. ROHDE, SR., RODGER R. ROHDE, JR., and CHRISTOPHER J. ROHDE, INNOPHOS ACQUISITION, LLC and INNOPHOS, INC.Asset Purchase Agreement • January 4th, 2013 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • New York
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2012, by and among Triarco Industries, Inc., a Delaware corporation (the “Company”), Reed Company, L.L.C., a New Jersey limited liability company (the “Subsidiary” and, collectively with the Company, the “Seller Parties”), Rodger R. Rohde, Sr., Rodger R. Rohde, Jr., and Christopher J. Rohde (collectively, the “Stockholders”), Innophos Acquisition, LLC, a Delaware limited liability company (the “Purchaser”), and Innophos, Inc., a Delaware corporation (the “Purchaser Parent” and, together with Purchaser, the “Purchaser Parties”).
TERMINATION AGREEMENTTermination Agreement • July 2nd, 2018 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products
THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of June 29, 2018 (the “Signing Date”), by and among PCS Sales (USA), Inc., a Delaware Corporation (“PCSS”), PCS Nitrogen Fertilizer, L.P., a Delaware limited partnership (“PCSN” and collectively with PCSS, “PCS”), and Innophos, Inc., a Delaware corporation (“Innophos”). PCSS, PCSN and Innophos are each referred to as a “Party” and collectively as the “Parties.”
Confidential Treatment Requested by Innophos Holdings, Inc. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange...Supply Contract • November 1st, 2018 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • England and Wales
This SUPPLY CONTRACT (including the General Terms and Conditions and each exhibit attached hereto, this “Contract”), dated as of January 1, 2018 (the “Effective Date”), is entered into by and between Innophos, Inc., a Delaware corporation (File No. 3829471) (the “Buyer”), EURO MAROC PHOSPHORE (Emaphos), a joint venture incorporated under the laws of Morocco and having its registered office at 2 Rue Al Abtal, Hay Erraha, 20200 Casablanca, Morocco (Registration No. 82423) (the “Seller”). Buyer and Seller are sometimes referred to herein individually as a “Party” and together as the “Parties.”
INTERIM AGREEMENT BETWEEN INNOPHOS, INC. NASHVILLE PLANT NASHVILLE, TENNESSEE AND LOCAL UNION NO. 912 INTERNATIONAL UNION OF OPERATING ENGINEERS AFL-CIOInterim Agreement • May 30th, 2007 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products
This Agreement between the parties expiring 4:00 P.M., April 26, 2007 shall continue in shall force and effect until 4:00 P.M, April 15, 2010, except as modified and amended as follows.
