Versum Materials, Inc. Sample Contracts

VERSUM MATERIALS, INC. and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Rights Agent Rights Agreement Dated as of February 28, 2019
Rights Agreement • February 28th, 2019 • Versum Materials, Inc. • Miscellaneous chemical products • New York

Rights Agreement, dated as of February 28, 2019 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), between Versum Materials, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as rights agent (the “Rights Agent”).

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VERSUM MATERIALS, INC. the GUARANTORS party hereto from time to time AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 5.500% Senior Notes due 2024 INDENTURE Dated as of September 30, 2016
Indenture • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • Arizona

INDENTURE dated as of September 30, 2016, among VERSUM MATERIALS, INC. (the “Company”), the Guarantors party hereto from time to time and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

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SEPARATION AGREEMENT by and between AIR PRODUCTS AND CHEMICALS, INC. and VERSUM MATERIALS, INC. Dated as of September 29, 2016
Separation Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware

This SEPARATION AGREEMENT (this “Agreement”), dated as of September 29, 2016, is entered into by and between Air Products and Chemicals, Inc., a Delaware corporation (“Air Products”), and Versum Materials, Inc., a Delaware corporation and a wholly owned subsidiary of Air Products (“Versum”). “Party” or “Parties” means Air Products or Versum, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.

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TAX MATTERS AGREEMENT by and between AIR PRODUCTS AND CHEMICALS, INC. and VERSUM MATERIALS, INC. Dated as of September 29, 2016
Tax Matters Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products

This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of September 29, 2016, between Air Products and Chemicals, Inc. (“Air Products”), a Delaware corporation, and Versum Materials, Inc. (“Versum” and, together with Air Products, the “Parties”), a Delaware corporation and a wholly owned subsidiary of Air Products. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation Agreement, dated as of the date hereof, between the Parties (the “Separation Agreement”).

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • Pennsylvania

This TRANSITION SERVICES AGREEMENT (this “Agreement”), is made and entered into as of the 29th day of September, 2016, by and among Air Products and Chemicals, Inc., a company organized and existing under the Laws of Delaware (“Air Products”), on behalf of itself and those subsidiaries and/or Affiliates of Air Products that will provide transition services pursuant to this Agreement (collectively with Air Products, the “Providers” and each individually, a “Provider”), and Versum Materials, Inc., a company organized and existing under the laws of Delaware (“Versum”), on behalf of itself and those Versum subsidiaries that will receive transition services pursuant to this Agreement (collectively with Versum, the “Recipients” and each individually, a “Recipient”). Each of Air Products and Versum is referred to herein as a “Party,” and together as the “Parties.”

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EMPLOYMENT AGREEMENT
Employment Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • New York

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of (the “Effective Date”), by and between Versum Materials, Inc., a Delaware corporation (the “Company”) and (the “Executive”);

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EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) dated as of September 29, 2016, is by and between AIR PRODUCTS AND CHEMICALS, INC., a Delaware corporation (“Air Products”) and VERSUM MATERIALS, INC. a Delaware corporation (“Versum”). “Party” or “Parties” means Air Products or Versum, individually or collectively, as the case may be.

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FORM OF INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT by and between AIR PRODUCTS AND CHEMICALS, INC. and VERSUM MATERIALS U.S., LLC Dated as of
Cross-License Agreement • September 7th, 2016 • Versum Materials, LLC • Miscellaneous chemical products • Delaware

This INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT (this “Agreement”), dated as of (the “Effective Date”), is entered into by and between Air Products and Chemicals, Inc. (“Air Products”), a Delaware corporation with an address at 7201 Hamilton Boulevard, Allentown, Pennsylvania, 18195, U.S.A., and Versum Materials U.S., LLC (“Versum”), a limited liability company organized under the laws of the State of Delaware with an address at , U.S.A. (both Air Products and Versum, a “Party” and collectively, the “Parties”).

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VERSUM MATERIALS, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance-Based Restricted Stock Unit Award Agreement • November 22nd, 2017 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware

THIS AGREEMENT (the “Agreement”), is made, effective as of [DATE] (the “Grant Date”) between Versum Materials, Inc., a Delaware corporation (the “Company”), and [FIRST NAME] [LAST NAME], an employee of the Company or an Affiliate (the “Employee”). For purposes of this Agreement, capitalized terms not otherwise defined herein or in Appendix A attached to this Agreement shall have the meanings set forth in the Versum Materials Inc. Long-Term Incentive Plan (the “Plan”).

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VERSUM MATERIALS, INC. MARKET-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Market-Based Restricted Stock Unit Award Agreement • November 22nd, 2017 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware

THIS AGREEMENT (the “Agreement”), is made, effective as of [DATE] (the “Grant Date”) between Versum Materials, Inc., a Delaware corporation (the “Company”), and [FIRST NAME] [LAST NAME], an employee of the Company or an Affiliate (the “Employee”). For purposes of this Agreement, capitalized terms not otherwise defined herein or in Appendix A attached to this Agreement shall have the meanings set forth in the Versum Materials Inc. Long-Term Incentive Plan (the “Plan”).

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VERSUM MATERIALS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT for NON-EMPLOYEE DIRECTORS
Restricted Stock Unit Award Agreement • February 7th, 2019 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS (the “Agreement”) is entered into as of the Grant Date (as defined in Annex A) by and between Versum Materials, Inc. (the “Company”) and Grantee (as defined in Annex A), a non-employee member of the Company’s Board of Directors (the “Board”).

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AGREEMENT AND PLAN OF MERGER between
Agreement and Plan of Merger • January 29th, 2019 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of January 27, 2019, is entered into by and between Versum Materials, Inc., a Delaware corporation (“Versum”) and Entegris, Inc., a Delaware corporation (“Entegris” and together with Versum, the “Parties” and each, a “Party”).

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INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT by and between AIR PRODUCTS AND CHEMICALS, INC. and VERSUM MATERIALS U.S., LLC Dated as of September 29, 2016
Intellectual Property Cross-License Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware

This INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT (this “Agreement”), dated as of September 29, 2016 (the “Effective Date”), is entered into by and between Air Products and Chemicals, Inc. (“Air Products”), a Delaware corporation with an address at 7201 Hamilton Boulevard, Allentown, Pennsylvania 18195, U.S.A., and Versum Materials U.S., LLC (“Versum”), a limited liability company organized under the laws of the State of Delaware with an address at 7201 Hamilton Boulevard, Allentown, Pennsylvania 18195, U.S.A. (both Air Products and Versum, a “Party” and collectively, the “Parties”).

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GUARANTEE AGREEMENT
Guarantee Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • New York

WHEREAS, reference is made to that certain Credit Agreement, dated as of September 30, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among (i) Versum Materials, Inc., a Delaware corporation (the “Borrower”), (ii) each Lender from time to time party thereto and (iii) the Citibank, N.A., as collateral agent (in such capacity the “Collateral Agent”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement; and

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VERSUM MATERIALS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • November 21st, 2018 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware

THIS AGREEMENT (“Agreement”) is made effective as of [DATE] (“Grant Date”) between Versum Materials, Inc., a Delaware corporation (“Company”), and [FIRST NAME] [LAST NAME], an employee of the Company or an Affiliate (“Employee”). For purposes of this Agreement, capitalized terms not otherwise defined herein or in Appendix A attached to this Agreement have the meanings assigned in the Versum Materials, Inc. Amended and Restated Long-Term Incentive Plan (“Plan”).

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FIRST AMENDMENT TO
Credit Agreement • October 10th, 2017 • Versum Materials, Inc. • Miscellaneous chemical products • New York

This FIRST AMENDMENT to the Credit Agreement referred to below is entered into as of October 10, 2017 (this “First Amendment”) by and among VERSUM MATERIALS, INC., a Delaware corporation (the “Borrower”), the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), and is made with reference to the Credit Agreement (as defined below). Each of Citigroup Global Markets Inc., Deutsche Bank Securities Inc. (“DBSI”), HSBC Securities (USA) Inc. (“HSBC”), Mizuho Bank, Ltd. (“Mizuho”), The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“MUFG”) and Wells Fargo Securities, LLC (“Wells Fargo”, together with Citi, DBSI, HSBC, Mizuho and MUFG, and any of their respective affiliates, the “Arrangers”) is acting as a joint lead arranger and a joint bookrunner in connection with this First Amendment. Capitalized terms not otherwise defined in this First

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March , 2019 Dear : As an employee of Versum Materials, Inc. or its subsidiaries (collectively, “Versum” or the “Company”), you are aware that Versum recently entered into a definitive merger agreement under which Versum will merge with Entegris, Inc....
Versum Materials, Inc. • March 19th, 2019 • Miscellaneous chemical products • New York

This incentive is personal to you and it is a condition to your receipt of any of the amounts herein that you keep this Agreement confidential and do not discuss this Agreement with anyone other than myself, Human Resources, Legal or our CEO, and in confidence, your spouse or partner, financial and/or legal advisor (except to the extent the terms of this Agreement are publicly disclosed by the Company).

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April , 2019 Dear : As an employee of Versum Materials, Inc. or its subsidiaries (collectively, “Versum” or the “Company”), you are aware that on April 12, 2019, Versum entered into a definitive Agreement and Plan of Merger (“Merger Agreement”) with...
Letter Agreement • April 12th, 2019 • Versum Materials, Inc. • Miscellaneous chemical products • New York

This retention bonus is personal to you and it is a condition to your receipt of any of the amounts herein that you keep this Agreement confidential and do not discuss this Agreement with anyone other than myself, Human Resources or our Legal Department, and in confidence, your spouse or partner, financial and/or legal advisor (except to the extent the terms of this Agreement are publicly disclosed by the Company).

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SECURITY AGREEMENT among VERSUM MATERIALS, INC., THE OTHER GRANTORS PARTY HERETO and CITIBANK, N.A., as Collateral Agent Dated as of September 30, 2016
Security Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • New York

Reference is made to that certain Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, each lender from time to time party thereto (collectively, the “Lenders” and individually, each a “Lender”) and Citibank, N.A., as the Administrative Agent and the Collateral Agent.

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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • March 14th, 2019 • Versum Materials, Inc. • Miscellaneous chemical products • New York

This Amendment No. 1 (this “Amendment”), dated as of March 14, 2019, is made by and between Versum Materials, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as rights agent (the “Rights Agent”), to the Rights Agreement, dated as of February 28, 2019, between the Company and the Rights Agent (the “Rights Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.

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AMENDMENT AND TERMINATION OF RIGHTS AGREEMENT
Rights Agreement • April 2nd, 2019 • Versum Materials, Inc. • Miscellaneous chemical products • New York

This Amendment and Termination (this “Amendment and Termination”) of the Rights Agreement (as defined below), dated as of April 2, 2019, is made by and between Versum Materials, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as rights agent (the “Rights Agent”). All capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.

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EMPLOYMENT AGREEMENT
Employment Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • New York

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of (the “Effective Date”), by and between Versum Materials, Inc., a Delaware corporation (the “Company”) and (the “Executive”);

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VERSUM MATERIALS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • November 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware

THIS AGREEMENT (the “Agreement”), is made, effective as of October 1, 2016 (the “Grant Date”) between Versum Materials, Inc., a Delaware corporation (the “Company”), and [FIRST NAME] [LAST NAME], an employee of the Company or an Affiliate (the “Employee”). For purposes of this Agreement, capitalized terms not otherwise defined herein or in Appendix A attached to this Agreement shall have the meanings set forth in the Versum Materials Inc. Long-Term Incentive Plan (the “Plan”).

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AGREEMENT AND PLAN OF MERGER among VERSUM MATERIALS, INC., MERCK KGAA and EMD PERFORMANCE MATERIALS HOLDING, INC. Dated as of April 12, 2019
Agreement and Plan of Merger • April 12th, 2019 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of April 12, 2019, is entered into by and among Versum Materials, Inc., a Delaware corporation (“Versum”), Merck KGaA, a German corporation with general partners (“Parent”), and EMD Performance Materials Holding, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” and together with Parent and Versum, the “Parties” and each, a “Party”).

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