Qnity Electronics, Inc. Sample Contracts
QNITY ELECTRONICS, INC., as Issuer and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 5.750% Senior Secured Notes due 2032 INDENTURE Dated as of August 15, 2025Indenture • September 29th, 2025 • Qnity Electronics, Inc. • Semiconductors & related devices • New York
INDENTURE, dated as of August 15, 2025, among QNITY ELECTRONICS, INC., a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Notes Collateral Agent”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 3rd, 2025 • Qnity Electronics, Inc. • Semiconductors & related devices • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of November 1, 2025, among Qnity Electronics, Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company listed on the signature pages hereto (collectively, the “U.S. Subsidiary Guarantors”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Notes Collateral Agent”) under this Indenture referred to below. Capitalized but undefined terms used herein shall have the meanings ascribed to them under the Indenture.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 3rd, 2025 • Qnity Electronics, Inc. • Semiconductors & related devices • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of November 1, 2025, among Qnity Electronics, Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company listed on the signature pages hereto (collectively, the “U.S. Subsidiary Guarantors”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”) under this Indenture referred to below. Capitalized but undefined terms used herein shall have the meanings ascribed to them under the Indenture.
Form of PSU Award AgreementPerformance-Based Restricted Stock Units Award Agreement • February 26th, 2026 • Qnity Electronics, Inc. • Semiconductors & related devices
You have been granted Performance-Based Restricted Stock Units (“Units”) under the 2025 Qnity Electronics, Inc. Equity and Incentive Plan (“Plan”), subject to the following Award Terms. This grant is also subject to the terms of the Plan, which is hereby incorporated by reference. However, to the extent that an Award Term conflicts with the Plan, the Plan shall govern.
PARTIAL ASSIGNMENT AGREEMENTPartial Assignment Agreement • September 29th, 2025 • Qnity Electronics, Inc. • Semiconductors & related devices • Delaware
This PARTIAL ASSIGNMENT AGREEMENT (this “Agreement”), is made and entered into as of [•], by and between DuPont de Nemours, Inc., a Delaware corporation (“Assignor”), and Qnity Electronics, Inc., a Delaware corporation (“Assignee”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Letter Agreement (as defined below).
Form of RSU Award AgreementRsu Award Agreement • February 26th, 2026 • Qnity Electronics, Inc. • Semiconductors & related devices
You have been granted time-vested Restricted Stock Units (“Units”) under the 2025 Qnity Electronics, Inc. Equity and Incentive Plan (“Plan”), subject to the following Award Terms. This grant is also subject to the terms of the Plan, which is hereby incorporated by reference. However, to the extent that an Award Term conflicts with the Plan, the Plan shall govern.
LETTER AGREEMENTLetter Agreement • September 29th, 2025 • Qnity Electronics, Inc. • Semiconductors & related devices
This letter agreement (this “Agreement”), effective June 1, 2019, is made by and between DowDuPont Inc, a Delaware corporation (“SpecCo”) and Corteva, Inc., a Delaware corporation (“AgCo”). Reference is made to that certain Separation and Distribution Agreement, dated as of April 1, 2019, (the “SDA”), by and among SpecCo, AgCo and Dow Inc., a Delaware Corporation (“MatCo”) and that certain Employee Matters Agreement, dated as of April 1, 2019 (the “EMA”), by and among SpecCo, AgCo and MatCo. Capitalized terms used herein without definition have the meaning given to them in the SDA. SpecCo and AgCo are referred to herein as the “Letter Parties”.
TAX MATTERS AGREEMENT DATED AS OF [•] BY AND AMONG DUPONT DE NEMOURS, INC. AND QNITY ELECTRONICS, INC.Tax Matters Agreement • September 29th, 2025 • Qnity Electronics, Inc. • Semiconductors & related devices • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [•], by and among DuPont de Nemours, Inc. (“RemainCo”), a Delaware corporation and Qnity Electronics, Inc. (“ElectronicsCo”), a Delaware corporation and a wholly owned subsidiary of RemainCo (RemainCo and ElectronicsCo are sometimes collectively referred to herein as the “Companies” or the “parties” and, as the context requires, individually referred to herein as a “Company” or a “party”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • November 3rd, 2025 • Qnity Electronics, Inc. • Semiconductors & related devices • New York
WHEREAS the Company, the Trustee and the Notes Collateral Agent entered into an Indenture (the “Base Indenture”) dated as of August 15, 2025, providing for the issuance of the Company’s 5.750% Senior Secured Notes due 2032 (the “Notes”), as amended by the First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) dated as of November 1, 2025, by and among the Company, the U.S. Subsidiary Guarantors (as defined in the First Supplemental Indenture) and the Trustee and the Notes Collateral Agent;
EMPLOYEE MATTERS AGREEMENT by and between QNITY ELECTRONICS, INC. and DUPONT DE NEMOURS, INC. Effective as of [•]Employee Matters Agreement • September 29th, 2025 • Qnity Electronics, Inc. • Semiconductors & related devices • Delaware
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated effective as of [•], by and among DuPont de Nemours, Inc., a Delaware corporation (“RemainCo”), and Qnity Electronics, Inc., a Delaware corporation (“ElectronicsCo”). Each of RemainCo and ElectronicsCo is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
TRANSITION SERVICES AGREEMENT by and between DUPONT SPECIALTY PRODUCTS USA, LLC and EKC ADVANCED ELECTRONICS, LLC Dated as of [•]Transition Services Agreement • September 29th, 2025 • Qnity Electronics, Inc. • Semiconductors & related devices • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), is entered into and made effective as of [•] (the “Effective Date”), by and between DuPont Specialty Products USA, LLC, a Delaware limited liability company (“Provider”), each other undersigned Provider Affiliate (as hereinafter defined), on the one hand, EKC Advanced Electronics, LLC, a Delaware limited liability company (“Recipient”), and each other undersigned Recipient Affiliate (as hereinafter defined), on the other hand. Provider, each Provider Affiliate, Recipient and each Recipient Affiliate are at times referred to herein individually as a “Party” and collectively as the “Parties.” Provider and each Provider Affiliate shall be jointly and severally responsible and liable for the obligations of Provider and each Provider Affiliate hereunder, and Provider shall cause each Provider Affiliate to comply with the terms and conditions of this Agreement. Recipient and each Recipient Affiliate shall be jointly and severally respons
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • November 3rd, 2025 • Qnity Electronics, Inc. • Semiconductors & related devices • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of November 2, 2025, among Qnity Electronics, Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company listed on the signature pages hereto (collectively, the “Foreign Subsidiary Guarantors”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”) under this Indenture referred to below. Capitalized but undefined terms used herein shall have the meanings ascribed to them under the Indenture.
INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT BY AND AMONG QNITY ELECTRONICS, INC. AND DUPONT DE NEMOURS, INC. AND THE OTHER SIGNATORIES HERETO DATED AS OF [•]Intellectual Property Cross-License Agreement • September 29th, 2025 • Qnity Electronics, Inc. • Semiconductors & related devices • Delaware
This INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of [•] (the “Effective Date”), is entered into by and among, on the one hand, Qnity Electronics, Inc., a Delaware corporation (“ElectronicsCo”), the ElectronicsCo Licensors and the ElectronicsCo Licensees (collectively, the “ElectronicsCo Parties”), and on the other hand, DuPont de Nemours, Inc., a Delaware corporation (“RemainCo”), the RemainCo Licensors and the RemainCo Licensees (collectively, the “RemainCo Parties”) (each of the ElectronicsCo Parties and RemainCo Parties, a “Party” and together, the “Parties”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between QNITY ELECTRONICS, INC. and DUPONT DE NEMOURS, INC. Dated as of [•]Separation and Distribution Agreement • September 29th, 2025 • Qnity Electronics, Inc. • Semiconductors & related devices • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [•], by and between DuPont de Nemours, Inc., a Delaware corporation (“RemainCo”), and Qnity Electronics, Inc., a Delaware corporation (“ElectronicsCo”). Each of RemainCo and ElectronicsCo is sometimes referred to herein as a “Party”, and collectively, as the “Parties”.