TAX MATTERS AGREEMENT by and among DOWDUPONT INC., DOW INC., and CORTEVA, INC., dated as of April 1, 2019Tax Matters Agreement • April 2nd, 2019 • Dow Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This TAX MATTERS AGREEMENT (the “Agreement”), dated as of April 1, 2019, is entered into by and among DOWDUPONT INC., a Delaware corporation, DOW INC., a Delaware corporation and a wholly-owned subsidiary of DowDuPont, and CORTEVA, INC., a Delaware corporation and a wholly-owned subsidiary of DowDuPont.
EMPLOYEE MATTERS AGREEMENT by and among DOWDUPONT INC., DOW INC., and CORTEVA, INC. Effective as of April 1, 2019Employee Matters Agreement • April 2nd, 2019 • Dow Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated effective as of April 1, 2019, by and among DowDuPont Inc., a Delaware corporation (“DowDuPont” or “SpecCo”), Dow Inc., a Delaware corporation (“Dow” or “MatCo”), and Corteva, Inc., a Delaware corporation (“AgCo”). Each of SpecCo, MatCo, and AgCo is sometimes referred to herein as a “Party” and collectively as the “Parties.”
SEPARATION AND DISTRIBUTION AGREEMENT by and among CORTEVA, INC., DOW INC., and DOWDUPONT INC. Dated as of April 1, 2019Separation and Distribution Agreement • April 1st, 2019 • Dow Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of April 1, 2019, by and among DowDuPont Inc., a Delaware corporation (“DowDuPont” or “SpecCo”), Dow Inc., a Delaware corporation (“MatCo”) and Corteva, Inc., a Delaware corporation (“AgCo”). Each of SpecCo, MatCo and AgCo is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
MATCO/AGCO INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT by and among DOW INC., MATCO LICENSORS, MATCO LICENSEES, CORTEVA, INC., AGCO LICENSORS and AGCO LICENSEES Dated as of April 1, 2019License Agreement • April 2nd, 2019 • Dow Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This MATCO/AGCO INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of April 1, 2019 (the “Effective Date”), is entered into by and among Corteva, Inc., a Delaware corporation (“AgCo”), the AgCo Licensors and the AgCo Licensees, on the one hand, and Dow Inc., a Delaware corporation (“MatCo”), the MatCo Licensors and the MatCo Licensees, on the other hand (each of AgCo and MatCo, a “Party” and together, the “Parties”).
PERFORMANCE STOCK UNIT AWARD AGREEMENT DOW INC. 2019 STOCK INCENTIVE PLANPerformance Stock Unit Award Agreement • April 1st, 2019 • Dow Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
The individual (“Grantee”) named in the accompanying award letter for [YEAR] grants (the “Notice”) has been granted performance stock units with respect to a specified number of shares of Dow Inc. common stock, par value $0.01 per share (the “Shares”), as set forth in the Notice (the “Units” or this “Award”). The target number of Units subject to the Award (the “Target Units”), and the vesting schedule applicable to the Target Units, are set forth in the Notice. However, the actual number of Units earned pursuant to the Award will be determined based on the achievement of specified performance goal(s) (the “Performance Goals”) during a specified performance period (the “Performance Period”), up to a maximum percentage of the Target Units, all as set forth in the Notice. The Units are subject to the provisions of the Dow Inc. 2019 Stock Incentive Plan (the “Plan”), the Notice, and this Performance Stock Unit Award Agreement (together with the Notice, the “Agreement”). Capitalized terms
STOCK APPRECIATION RIGHT AWARD AGREEMENT DOW INC. 2019 STOCK INCENTIVE PLANStock Appreciation Right Award Agreement • April 1st, 2019 • Dow Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
The individual (“Grantee”) named in the accompanying award letter for [YEAR] grants (the “Notice”) has been granted a stock appreciation right (this “SAR” or this “Award”) with respect to a specified number of shares of Dow Inc. common stock, par value $0.01 per share (the “Shares”), as set forth in the Notice. This SAR is subject to the provisions of the Dow Inc. 2019 Stock Incentive Plan (the “Plan”), the Notice, and the Stock Appreciation Right Award Agreement (together with the Notice, the “Agreement”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to such terms in the Plan. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.
STOCK OPTION AWARD AGREEMENT DOW INC. 2019 STOCK INCENTIVE PLANStock Option Award Agreement • April 1st, 2019 • Dow Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
The individual (“Grantee”) named in the accompanying award letter for [YEAR] grants (the “Notice”) has been granted a stock option (this “Option” or this “Award”) to purchase a specified number of shares of Dow Inc. common stock, par value $0.01 per share (the “Shares”), as set forth in the Notice. This Option is subject to the provisions of the Dow Inc. 2019 Stock Incentive Plan (the “Plan”), the Notice, and the Stock Option Award Agreement (together with the Notice, the “Agreement”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to such terms in the Plan. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.
RESTRICTED STOCK UNIT AWARD AGREEMENT DOW INC. 2019 STOCK INCENTIVE PLANRestricted Stock Unit Award Agreement • April 1st, 2019 • Dow Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
The individual (“Grantee”) named in the accompanying award letter for [YEAR] grants (the “Notice”) has been granted restricted stock units with respect to a specified number of shares of Dow Inc. common stock, par value $0.01 per share (the “Shares”), as set forth in the Notice (the “Units” or this “Award”). The Units are subject to the provisions of the Dow Inc. 2019 Stock Incentive Plan (the “Plan”), the Notice, and this Restricted Stock Unit Award Agreement (together with the Notice, the “Agreement”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to such terms in the Plan. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.
SIDE AGREEMENTSide Agreement • June 17th, 2020 • Dow Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
SIDE AGREEMENT, dated as of June 13, 2020 (this “Agreement”), entered into by and among AgroFresh Solutions, Inc., a Delaware corporation (the “Company”), PSP AGFS Holdings, L.P., a Delaware limited partnership (“Investor”) and Rohm and Haas Company, a Delaware corporation (together with its affiliates, “Dow”).
Form of 2.100% Notes due 2030Dow Inc. • August 26th, 2020 • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
MATCO/SPECCO INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT by and between DOW INC. et al. and DOWDUPONT INC. et al. Dated as of April 1, 2019License Agreement • April 2nd, 2019 • Dow Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This MATCO/SPECCO INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of April 1, 2019 (the “Effective Date”), is entered into by and among DowDuPont Inc., a Delaware corporation (“SpecCo”), the SpecCo Licensors and the SpecCo Licensees, on the one hand, and Dow Inc., a Delaware corporation (“MatCo”), the MatCo Licensors and the MatCo Licensees, on the other hand (each of SpecCo and MatCo, a “Party” and together, the “Parties”).
MATCO/SPECCO IP CROSS LICENSE AGREEMENT by and between DOW HOLDINGS INC. and DOWDUPONT INC. Dated as of [•]Cross-License Agreement • February 12th, 2019 • Dow Holdings Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This MATCO/SPECCO IP CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of [•] (the “Effective Date”), is entered into by and between DowDuPont Inc. (“SpecCo”), a Delaware corporation, [the SpecCo Licensors and the SpecCo Licensees,] and Dow Holdings Inc., a Delaware corporation (“MatCo”), [the MatCo Licensors and the MatCo Licensees] (each of SpecCo and MatCo, a “Party” and together, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2019 • Dow Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on May 20, 2019, among The Dow Chemical Company (the “Company”) and Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and MUFG Securities Americas Inc., acting as representatives (the “Representatives”) of the several initial purchasers listed on Schedule I hereto (the “Initial Purchasers”).
SUPPORT AGREEMENTSupport Agreement • June 17th, 2020 • Dow Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
SUPPORT AGREEMENT, dated as of June 13, 2020 (this “Agreement”), entered into by and between PSP AGFS Holdings, L.P., a Delaware limited partnership (“Investor”) and Rohm and Haas Company, a Delaware corporation (“Stockholder”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 3rd, 2019 • Dow Inc. • Plastic materials, synth resins & nonvulcan elastomers
Each of the undersigned hereby agrees that this Amendment No. 3, dated April 3, 2019, to the Schedule 13G with respect to the common stock, par value $0.001 per share, of Pfenex Inc. (the “Schedule 13G”), is, and any and all subsequent amendments thereto shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement (this “Agreement”) shall be included as an exhibit to Amendment No. 3 to the Schedule 13G and, if applicable, each such amendment. Each of the undersigned agrees to be responsible for the timely filing of Amendment No. 3 to the Schedule 13G and, if applicable, any subsequent amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other person, except to the extent that it kno
RESTRICTED STOCK UNIT AWARD AGREEMENT (DIRECTOR) DOW INC. 2019 STOCK INCENTIVE PLANRestricted Stock Unit Award Agreement • April 1st, 2019 • Dow Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
The individual (“Grantee”) named in the accompanying award letter for [YEAR] grants (the “Notice”) has been granted restricted stock units with respect to a specified number of shares of Dow Inc. common stock, par value $0.01 per share (the “Shares”), as set forth in the Notice (the “Units” or this “Award”). The Units are subject to the provisions of the Dow Inc. 2019 Stock Incentive Plan (the “Plan”), the Notice, and this Restricted Stock Unit Award Agreement (together with the Notice, the “Agreement”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to such terms in the Plan. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.
RESTRICTED STOCK AWARD AGREEMENT NOTICE OF GRANT OF RESTRICTED STOCK DOW INC.Restricted Stock Award Agreement • April 1st, 2019 • Dow Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
The Grantee named below (“Grantee”) has been granted restricted stock with respect to a specified number of shares of Dow Inc. common stock, par value $0.01 per share (the “Shares”), as set forth below (this “Award”). This Award is subject to the provisions of the Dow Inc. 2019 Stock Incentive Plan (the “Plan”), this Notice of Grant of Restricted Stock (this “Notice”) and the Restricted Stock Award Agreement (together with this Notice, the “Agreement”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to such terms in the Plan. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2020 • Dow Inc. • Plastic materials, synth resins & nonvulcan elastomers
Each of the undersigned hereby agrees that this Amendment No. 12, dated February 14, 2020, to the Schedule 13D with respect to the common stock, par value $0.0001 per share, of AgroFresh Solutions, Inc. (the “Schedule 13D”), is, and any and all subsequent amendments thereto shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement (this “Agreement”) shall be included as an exhibit to Amendment No. 12 to the Schedule 13D and, if applicable, each such amendment. Each of the undersigned agrees to be responsible for the timely filing of Amendment No. 12 to the Schedule 13D and, if applicable, any subsequent amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other person, except to
JOINT FILING AGREEMENTJoint Filing Agreement • April 3rd, 2019 • Dow Inc. • Plastic materials, synth resins & nonvulcan elastomers
Each of the undersigned hereby agrees that this Amendment No. 11, dated April 3, 2019, to the Schedule 13D with respect to the common stock, par value $0.0001 per share, of AgroFresh Solutions, Inc. (the “Schedule 13D”), is, and any and all subsequent amendments thereto shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement (this “Agreement”) shall be included as an exhibit to Amendment No. 11 to the Schedule 13D and, if applicable, each such amendment. Each of the undersigned agrees to be responsible for the timely filing of Amendment No. 11 to the Schedule 13D and, if applicable, any subsequent amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other person, except to the
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2020 • Dow Inc. • Plastic materials, synth resins & nonvulcan elastomers
Each of the undersigned hereby agrees that this Amendment No. 4, dated February 14, 2020, to the Schedule 13G with respect to the common stock, par value $0.001 per share, of Pfenex Inc. (the “Schedule 13G”), is, and any and all subsequent amendments thereto shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement (this “Agreement”) shall be included as an exhibit to Amendment No. 4 to the Schedule 13G and, if applicable, each such amendment. Each of the undersigned agrees to be responsible for the timely filing of Amendment No. 4 to the Schedule 13G and, if applicable, any subsequent amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other person, except to the extent that it
