SunEdison Semiconductor Ltd Sample Contracts

SunEdison Semiconductor Ltd – LIMITED CONSENT TO CREDIT AGREEMENT (August 18th, 2016)

THIS LIMITED CONSENT TO CREDIT AGREEMENT (this “Consent”) is dated as of August [17], 2016 and is entered into among SUNEDISON SEMICONDUCTOR B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its official seat (statutaire zetel) in Amsterdam, the Netherlands, having its registered office address at Naritaweg 165, Telestone 8, (1043 BW), Amsterdam, the Netherlands, and registered with the Dutch trade register under number 59315695 (the “Borrower”), the Guarantors party hereto and the Lenders party hereto, and is acknowledged by the Administrative Agent, and is made with reference to that certain CREDIT AGREEMENT dated as of May 27, 2014 (as amended through the date hereof, the “Credit Agreement”) among the Borrower, the Lenders, the Administrative Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in

SunEdison Semiconductor Ltd – GlobalWafers and SunEdison Semiconductor Announce Definitive Agreement (August 18th, 2016)

Hsinchu, Taiwan and St. Peters, Missouri — August 17, 2016 (US time) — GlobalWafers Co., Ltd. (“GlobalWafers”) and SunEdison Semiconductor Limited (NASDAQ OMX: SEMI) (“SunEdison Semiconductor”), both leaders in the manufacture and sale of silicon wafers to the semiconductor industry, announced today that they have entered into a definitive agreement for the acquisition by GlobalWafers, through a wholly owned subsidiary, of all of the outstanding ordinary shares of SunEdison Semiconductor in a transaction valued at US$683 million, including SunEdison Semiconductor outstanding net indebtedness. Under the terms of the agreement, SunEdison Semiconductor shareholders will receive US$12.00 per share in cash for each ordinary share held, representing a 78.6% premium to the average closing price of SunEdison Semiconductor’s common stock for the 30 trading days prior to this announcement and a 44.9% premium to the closing price of SunEdison Semiconductor’s ordinary shares as of August 17, 2016,

SunEdison Semiconductor Ltd – IMPLEMENTATION AGREEMENT BY AND AMONG GLOBALWAFERS CO., LTD., GWAFERS SINGAPORE PTE. LTD. AND SUNEDISON SEMICONDUCTOR LIMITED Dated as of August 17, 2016 (August 18th, 2016)

This IMPLEMENTATION AGREEMENT (this “Agreement”) is made and entered into as of August 17, 2016, by and among GlobalWafers Co., Ltd., a corporation organized under the laws of the Republic of China (“Globe”), GWafers Singapore Pte. Ltd. (Company Registration No. 201602698G), a company incorporated under the laws of Singapore with its registered address at 8 Wilkie Road #03-01 Wilkie Edge, Singapore 228095 (“Acquiror”) and a direct wholly-owned Subsidiary of Globe, and SunEdison Semiconductor Limited (Company Registration No. 201334164H), a company incorporated under the laws of Singapore with its registered address at 9 Battery Road, #15-01, Straits Trading Building, Singapore 049910 (the “Company”).

SunEdison Semiconductor Ltd – LOAN AGREEMENT (March 8th, 2016)

The Borrower hereby agrees to borrow funds from Korea Development Bank (the “Bank”) within the limit stipulated above and to perform the obligations set forth in the General Terms and Conditions for Bank Credit Transactions and in this Agreement.

SunEdison Semiconductor Ltd – The Bank shall explain important contents of this agreement and deliver copies of the General Terms and Conditions for Bank Credit Transaction and this agreement to the Borrower and the Security Provider. (March 8th, 2016)

The Borrower and Security Provider hereby acknowledge that the General Terms and Conditions for Bank Credit Transactions (the “General Terms and Conditions”) (including the related General Terms and Conditions for Deposit Transaction Agreement with respect to the credit transaction for corporation, general account loans and overdraft loans) shall apply to any credit transactions with Shinhan Bank (the “Bank”) on the terms and conditions as set forth below, and agree to be bound by each of the following provisions.

SunEdison Semiconductor Ltd – FIRST AMENDMENT TO CREDIT AGREEMENT (March 8th, 2016)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 22, 2015 and is entered into among SUNEDISON SEMICONDUCTOR B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its official seat (statutaire zetel) in Amsterdam, the Netherlands, having its registered office address at Naritaweg 165, Telestone 8, (1043 BW), Amsterdam, the Netherlands, and registered with the Dutch trade register under number 59315695 (the “Borrower’’), the Guarantors party hereto and the Lenders party hereto, and is acknowledged by the Administrative Agent, and is made with reference to that certain CREDIT AGREEMENT dated as of May 27, 2014 (as amended through the date hereof, the “Credit Agreement”) among the Borrower, the Lenders, the Administrative Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth

SunEdison Semiconductor Ltd – Credit Transaction Agreement (former Hana Bank) (for Corporation) (March 8th, 2016)

The Borrower hereby acknowledges that the General Terms and Conditions for Bank Credit Transactions (the “General Terms and Conditions”) (including the related General Terms and Conditions for Deposit Transaction Agreement with respect to the credit transaction for corporation, general account loans and overdraft loans) shall apply to any credit transactions with Hana Bank (the “Bank”) on the terms and conditions as set forth below, and agree to be bound by each of the following provisions.

SunEdison Semiconductor Ltd – SUNEDISON SEMICONDUCTOR LIMITED SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION (August 3rd, 2015)

SunEdison Semiconductor Limited (“Company”) sponsors the SunEdison Semiconductor Limited Severance Plan (the “Plan”) to provide some measure of financial assistance to employees of the Company and its affiliates that have adopted the Plan (collectively, “Employer”) whose employment is terminated under certain circumstances. This Summary Plan Description (“SPD”) reflects the terms of the Plan as in effect on August 1, 2015.

SunEdison Semiconductor Ltd – SUNEDISON SEMICONDUCTOR LIMITED CHANGE IN CONTROL SEVERANCE PLAN (August 3rd, 2015)
SunEdison Semiconductor Ltd – SunEdison Semiconductor Limited 11 Lorong 3 Toa Payoh #04-00 Singapore 319579 BY EMAIL SENDER’S REF RECIPIENT’S REF DATE PAGE TSY/325138/00001 — June 30, 2015 1/3 (June 30th, 2015)
SunEdison Semiconductor Ltd – SunEdison Semiconductor Limited 11 Lorong 3 Toa Payoh #04-00 Singapore 319579 PRIVATE & CONFIDENTIAL SENDER’S REF RECIPIENT’S REF DATE PAGE TSY/325138/00001 — June 30, 2015 1/4 (June 30th, 2015)
SunEdison Semiconductor Ltd – 15,935,828 Shares SunEdison Semiconductor Limited Ordinary Shares (No Par Value) EQUITY UNDERWRITING AGREEMENT (June 30th, 2015)
SunEdison Semiconductor Ltd – MANUFACTURING, LABORATORY AND OFFICE SPACE LEASE Between SUNEDISON SEMICONDUCTOR, LLC A Delaware corporation (Landlord) and SUNEDISON, Inc. a Delaware corporation for Premises (February 10th, 2015)

This Manufacturing, Laboratory, and Office Space Lease (this “Lease”), dated January ____, 2015, is made and entered into by and between SUNEDISON SEMICONDUCTOR, LLC, a Delaware limited liability company (“Landlord”), and SUNEDISON, INC., a Delaware corporation (“Tenant”), upon the following terms and conditions which are hereby agreed to by Landlord and Tenant.

SunEdison Semiconductor Ltd – SunEdison Semiconductor Limited 11 Lorong 3 Toa Payoh #04-00 Singapore 319579 PRIVATE & CONFIDENTIAL SENDER’S REF RECIPIENT’S REF DATE PAGE TSY/325138/00001 - January 14, 2015 1/5 (January 14th, 2015)
SunEdison Semiconductor Ltd – [12,000,000] Shares SunEdison Semiconductor Limited Ordinary Shares (No Par Value) EQUITY UNDERWRITING AGREEMENT (January 12th, 2015)
SunEdison Semiconductor Ltd – SunEdison Semiconductor Limited 11 Lorong 3 Toa Payoh Singapore 319579 SENDER’S REF RECIPIENT’S REF DATE PAGE VRJ/yt/SunEdison - January 8, 2015 1/2 (January 8th, 2015)
SunEdison Semiconductor Ltd – SunEdison Semiconductor Limited 11 Lorong 3 Toa Payoh Singapore 319579 PRIVATE & CONFIDENTIAL SENDER’S REF RECIPIENT’S REF DATE PAGE TSY/325138/00001 - January 8, 2015 1/4 (January 8th, 2015)
SunEdison Semiconductor Ltd – SUBSTITUTE GLOBAL RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE SUNEDISON SEMICONDUCTOR LIMITED 2014 LONG-TERM INCENTIVE PLAN (December 8th, 2014)

WHEREAS, the portion of such Award relating to the Number of Restricted Stock Units Exchanged is exchanged for RSUs of SunEdison Semiconductor Limited (“Company”) under the terms of the SunEdison Semiconductor Limited 2014 Long-Term Incentive Plan, as in effect and as amended from time to time (“Plan”);

SunEdison Semiconductor Ltd – SUNEDISON SEMICONDUCTOR LIMITED 2014 LONG-TERM INCENTIVE PLAN (December 8th, 2014)
SunEdison Semiconductor Ltd – SunEdison Semiconductor Limited 11 Lorong 3 Toa Payoh Singapore 319579 PRIVATE & CONFIDENTIAL SENDER’S REF RECIPIENT’S REF DATE PAGE — - December —, 2014 1/2 (December 8th, 2014)
SunEdison Semiconductor Ltd – SunEdison Semiconductor Limited 11 Lorong 3 Toa Payoh Singapore 319579 PRIVATE & CONFIDENTIAL SENDER’S REF RECIPIENT’S REF DATE PAGE — - December —, 2014 1/4 (December 8th, 2014)
SunEdison Semiconductor Ltd – SUBSTITUTE GLOBAL STOCK OPTION AGREEMENT PURSUANT TO THE SUNEDISON SEMICONDUCTOR LIMITED 2014 LONG-TERM INCENTIVE PLAN (December 8th, 2014)

This Global Stock Option Agreement, including any additional terms and conditions for optionees outside the U.S. set forth in the appendix hereto (together, this “Agreement”), is subject to the terms of the Plan in all respects, and specific reference shall be made to the Plan in determining the Optionee’s rights and obligations hereunder. If any provisions of this Agreement and the Plan conflict, the provisions of the Plan shall control. Capitalized terms which are used herein and not otherwise defined shall have the meanings set forth in the Plan. This Agreement is an “Agreement” as such term is defined in the Plan.

SunEdison Semiconductor Ltd – TECHNOLOGY JOINT DEVELOPMENT AND RIGHTS AGREEMENT (June 2nd, 2014)

This TECHNOLOGY JOINT DEVELOPMENT AGREEMENT (“Agreement”) is made as of May 27, 2014, (the “Effective Date”) by and between SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Semiconductor Limited, a company organized and existing under the laws of Singapore and having its registered office at 80 Robinson Road, #02-00, Singapore 068898 (“SSL”). SunEdison and SSL may be referred to herein individually as a “Party” and collectively as the “Parties”.

SunEdison Semiconductor Ltd – TAX MATTERS AGREEMENT (June 2nd, 2014)

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of May 27, 2014, by and among SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Semiconductor Limited, a Singapore corporation and a wholly owned subsidiary of SunEdison (“Semiconductor”) (SunEdison and Semiconductor are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”).

SunEdison Semiconductor Ltd – PATENT AND TECHNOLOGY LICENSE AGREEMENT (CCz & DCW Technology) (June 2nd, 2014)

This Patent and Technology License Agreement (“Agreement”), made and entered into as of May 27, 2014 and effective as of the Effective Date, is by and between SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Semiconductor Limited, a company organized and existing under the laws of Singapore and having its registered office at 80 Robinson Road, #02-00, Singapore 068898 (“SSL”).

SunEdison Semiconductor Ltd – REGISTRATION RIGHTS AGREEMENT (June 2nd, 2014)

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 27, 2014, between SunEdison Semiconductor Limited, a Singapore public limited company (the “Company”), and SunEdison, Inc., a Delaware corporation (“SunEdison”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.1. This Agreement shall become effective immediately prior to the consummation of the initial public offering of the Company’s ordinary shares on the date first above written (the “Effective Time”).

SunEdison Semiconductor Ltd – EMPLOYMENT AGREEMENT (June 2nd, 2014)

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 28th day of May, 2014, by and between SunEdison Semiconductor Limited, (“SSL”) and Shaker Sadasivam (“Executive”).

SunEdison Semiconductor Ltd – REGISTRATION RIGHTS AGREEMENT (June 2nd, 2014)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 29 (New York Time), 2014, by and between Samsung Electronics Co., Ltd., a company organized under the laws of the Republic of Korea (the “Shareholder”), and SunEdison Semiconductor Limited, a Singapore public limited company (the “Company”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.1.

SunEdison Semiconductor Ltd – CREDIT AGREEMENT Dated as of May 27, 2014 among SUNEDISON SEMICONDUCTOR B.V., as Borrower, SUNEDISON SEMICONDUCTOR LIMITED, GOLDMAN SACHS BANK USA, as Administrative Agent GOLDMAN SACHS BANK USA, as Sole Lead Arranger and Sole Syndication Agent GOLDMAN SACHS BANK USA, and MACQUARIE CAPITAL (USA) INC., as Joint Bookrunners and The Lenders Party Hereto (June 2nd, 2014)

This CREDIT AGREEMENT is entered into as of May 27, 2014, among SUNEDISON SEMICONDUCTOR B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the law of the Netherlands, having its official seat (statutaire zetel) in Amsterdam, the Netherlands, having its registered office address at Naritaweg 165, Telestone 8, (1043 BW), Amsterdam, the Netherlands, and registered with the Dutch trade register under number 59315695 (the “Borrower”), SUNEDISON SEMICONDUCTOR LIMITED, a limited company organized under the law of the Republic of Singapore (f/k/a SunEdison Semiconductor Pte. Ltd., a private limited company organized under the law of the Republic of Singapore) (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), GOLDMAN SACHS BANK USA, as Administrative Agent, GOLDMAN SACHS BANK USA, as Sole Lead Arranger (in such capacity, “Arranger”), and as Sole Syndication Agent (

SunEdison Semiconductor Ltd – SEPARATION AGREEMENT BY AND BETWEEN SUNEDISON, INC. AND SUNEDISON SEMICONDUCTOR LIMITED DATED AS OF May 27, 2014 (June 2nd, 2014)

This SEPARATION AGREEMENT, made and entered into effective as of May 27, 2014 (this “Agreement”), is by and between SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Semiconductor Limited, a Singapore corporation and wholly owned subsidiary of SunEdison (“SSL”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

SunEdison Semiconductor Ltd – TRANSITION SERVICES AGREEMENT BY AND BETWEEN SUNEDISON, INC. AND SUNEDISON SEMICONDUCTOR LIMITED DATED AS OF May 27, 2014 (June 2nd, 2014)

This Transition Services Agreement (this “Agreement”), made and entered into effective as of May 27, 2014, is by and between SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Semiconductor Limited a company organized and existing under the laws of Singapore and having its registered office at 80 Robinson Road, #02-00, Singapore 068898 (“SSL”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Separation Agreement.

SunEdison Semiconductor Ltd – JOINDER AND AMENDMENT AGREEMENT TO THE JOINT VENTURE AGREEMENT (June 2nd, 2014)

THIS JOINDER AND AMENDMENT AGREEMENT (this “Agreement”) to that certain Joint Venture Agreement, dated as of February 10, 2011 (the “Joint Venture Agreement”), in relation to SMP Ltd., a company organized under the laws of Korea (“SMP”), by and between SunEdison Products Singapore Pte. Ltd. (formerly known as MEMC Singapore Pte. Ltd.), a company organized and existing under the laws of Singapore (“SunEdison Singapore”), and Samsung Fine Chemicals Co., Ltd., a company organized and existing under the laws of Korea (“SFC”), is entered into as of May 27 (New York Time), 2014. SunEdison Singapore, SSBV (as defined below) and SFC are sometimes referred to herein as the “Parties” and each individually as a “Party”. Capitalized terms not defined herein have the meanings set forth in the Joint Venture Agreement.

SunEdison Semiconductor Ltd – REGISTRATION RIGHTS AGREEMENT (June 2nd, 2014)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 29 (New York Time), 2014, by and between Samsung Fine Chemicals Co., Ltd., a company organized under the laws of the Republic of Korea (the “Shareholder”), and SunEdison Semiconductor Limited, a Singapore public limited company (the “Company”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.1.

SunEdison Semiconductor Ltd – PATENT AND TECHNOLOGY CROSS-LICENSE AGREEMENT BY AND BETWEEN SUNEDISON, INC. AND SUNEDISON SEMICONDUCTOR LIMITED DATED AS OF MAY 27, 2014 (June 2nd, 2014)

This Patent and Technology Cross-License Agreement (this “Agreement”), made and entered into as of May 27, 2014 and effective as of the Effective Date, is by and between SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Semiconductor Limited, a Singapore corporation (“Semi” or “SSL”).

SunEdison Semiconductor Ltd – THE COMPANIES ACT, CAP. 50 PUBLIC COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF SUNEDISION SEMICONDUCTOR LIMITED INCORPORATED ON THE 20TH DAY OF DECEMBER 2013 (Incorporating all amendments up to 21 May 2014) (May 28th, 2014)