Solstice Advanced Materials Inc. Sample Contracts
AGREEMENT AND PLAN OF MERGER by and among: Solstice Advanced Materials Inc., a Delaware corporation; Solar Merger Sub One Inc., a Delaware corporation; Solar Merger Sub Two LLC, a Delaware limited liability company; and Element Solutions Inc, a...Merger Agreement • July 9th, 2026 • Solstice Advanced Materials Inc. • Chemicals & allied products • Delaware
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 19th, 2026 • Solstice Advanced Materials Inc. • Chemicals & allied products • Delaware
This RESTRICTED STOCK UNIT AGREEMENT made in Morris Plains, New Jersey, as of ###GRANT_DATE### (“Grant Date”), between Solstice Advanced Materials Inc. (the “Company”) and ###PARTICIPANT_NAME### (“Participant”).
TERMINATION AGREEMENTTermination Agreement • August 27th, 2026 • Solstice Advanced Materials Inc. • Chemicals & allied products
This Termination Agreement (this “Agreement”), dated as of August 27, 2026, is made and entered into by and among Element Solutions Inc, a Delaware corporation (the “Company”), Solstice Advanced Materials Inc., a Delaware corporation (“Parent”), Solar Merger Sub One Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub One”), Solar Merger Sub Two LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Sub Two”) (together with Merger Sub One, the “Merger Subs” and, together with the Company, Parent and the Merger Subs, the “Parties” and each, a “Party”). Capitalized terms used but not defined herein have the respective meanings given to them in that certain Agreement and Plan of Merger, dated as of July 6, 2026, by and among the Parties (the “Merger Agreement”).
TAX MATTERS AGREEMENT by and between Honeywell International Inc. and Solstice Advanced Materials Inc. Dated as of , 2025Tax Matters Agreement • August 21st, 2025 • Solstice Advanced Materials, LLC • Aircraft engines & engine parts • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of , 2025, by and between Honeywell International Inc., a Delaware corporation (“RemainCo”), and Solstice Advanced Materials Inc. (f/k/a Solstice Advanced Materials, LLC), a Delaware corporation (“SpinCo” and, together with RemainCo, the “Parties” and each, a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between the Parties (the “Separation Agreement”).
UNICREDIT ADDITIONAL LETTER OF CREDIT FACILITY AGREEMENTAdditional Letter of Credit Facility Agreement • October 30th, 2025 • Solstice Advanced Materials Inc. • Aircraft engines & engine parts • New York
Solstice Advanced Materials Inc., a Delaware corporation (the “Borrower”) and UniCredit Bank GmbH, New York Branch (the “Additional Facility Issuer”) hereby enter into the following letter of credit facility and reimbursement agreement (the “Additional UniCredit Facility Agreement”) on October 29, 2025:
TD ADDITIONAL LETTER OF CREDIT FACILITY AGREEMENTAdditional Letter of Credit Facility Agreement • October 30th, 2025 • Solstice Advanced Materials Inc. • Aircraft engines & engine parts • New York
Solstice Advanced Materials Inc., a Delaware corporation (the “Borrower”) and The Toronto-Dominion Bank, New York Branch (the “Additional Facility Issuer”) hereby enter into the following letter of credit facility and reimbursement agreement (the “Additional TD Facility Agreement”) on October 29, 2025:
CREDIT AGREEMENTdated as ofOctober 29, 2025amongSOLSTICE ADVANCED MATERIALS INC.,as Borrower,The Lenders and Issuing Banks Party Hereto,andJPMORGAN CHASE BANK, N.A.,as Administrative AgentJPMORGAN CHASE BANK, N.A., GOLDMAN SACHS BANK USA, BOFA...Credit Agreement • October 30th, 2025 • Solstice Advanced Materials Inc. • Aircraft engines & engine parts • New York
SEPARATION AND DISTRIBUTION AGREEMENT by and between SOLSTICE ADVANCED MATERIALS INC. and HONEYWELL INTERNATIONAL INC. Dated as of October 30, 2025Separation and Distribution Agreement • October 30th, 2025 • Solstice Advanced Materials Inc. • Aircraft engines & engine parts • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of October 30, 2025, by and between Honeywell International Inc., a Delaware corporation (“RemainCo”), and Solstice Advanced Materials Inc. (f/k/a Solstice Advanced Materials, LLC), a Delaware corporation (“SpinCo”). Each of RemainCo and SpinCo is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
TRADEMARK LICENSE AGREEMENTBY AND BETWEENHONEYWELL INTERNATIONAL INC.ANDSOLSTICE ADVANCED MATERIALS INC.DATED AS OFTrademark License Agreement • August 21st, 2025 • Solstice Advanced Materials, LLC • Aircraft engines & engine parts • Delaware
INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENTBY AND BETWEENHONEYWELL INTERNATIONAL INC.ANDSOLSTICE ADVANCED MATERIALS INC.DATED AS OFIntellectual Property Cross-License Agreement • August 21st, 2025 • Solstice Advanced Materials, LLC • Aircraft engines & engine parts • Delaware
TAX MATTERS AGREEMENT by and between Honeywell International Inc. and Solstice Advanced Materials Inc. Dated as of October 30, 2025Tax Matters Agreement • October 30th, 2025 • Solstice Advanced Materials Inc. • Aircraft engines & engine parts • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of October 30, 2025, by and between Honeywell International Inc., a Delaware corporation (“RemainCo”), and Solstice Advanced Materials Inc. (f/k/a Solstice Advanced Materials, LLC), a Delaware corporation (“SpinCo” and, together with RemainCo, the “Parties” and each, a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between the Parties (the “Separation Agreement”).
SOLSTICE ADVANCED MATERIALS INC., as Issuer THE GUARANTORS PARTY HERETO, as Guarantors DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Registrar, Paying Agent and Authenticating Agent 5.625% SENIOR NOTES...Indenture Agreement • September 30th, 2025 • Solstice Advanced Materials Inc. • Aircraft engines & engine parts • New York
This INDENTURE, dated as of September 30, 2025 (this “Indenture”), is by and among Solstice Advanced Materials Inc., a Delaware corporation (the “Issuer”), the Guarantors party hereto, Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as registrar (“Registrar”), paying agent (“Paying Agent”) and authenticating agent (“Authenticating Agent”).
EMPLOYEE MATTERS AGREEMENT By and Between HONEYWELL INTERNATIONAL INC. and SOLSTICE ADVANCED MATERIALS INC. Dated as of October 30, 2025Employee Matters Agreement • October 30th, 2025 • Solstice Advanced Materials Inc. • Aircraft engines & engine parts
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of October 30, 2025, by and between Honeywell International Inc., a Delaware corporation (“RemainCo”), and Solstice Advanced Materials Inc., a Delaware corporation (“SpinCo,” and together with RemainCo, the “Parties”).
ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 General 1 Section 1.2 References; Interpretation 5 ARTICLE II GRANTS OF RIGHTS 6 Section 2.1 License to Honeywell Licensed IP 6 Section 2.2 License to SpinCo Licensed IP 7 Section 2.3 Sublicenses...Intellectual Property Cross-License Agreement • October 30th, 2025 • Solstice Advanced Materials Inc. • Aircraft engines & engine parts • Delaware
This INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of October 30, 2025 (the “Effective Date”), is entered into by and between Solstice Advanced Materials Inc. (f/k/a Solstice Advanced Materials, LLC), a Delaware corporation (“SpinCo”), and Honeywell International Inc., a Delaware corporation (“Honeywell”) (together with SpinCo, the “Parties,” and each individually a “Party”).
OF SOLSTICE ADVANCED MATERIALS INC. AND ITS AFFILIATESPerformance Stock Unit Agreement • May 6th, 2026 • Solstice Advanced Materials Inc. • Chemicals & allied products • Delaware
This PERFORMANCE STOCK UNIT AGREEMENT made in Morris Plains, New Jersey, as of ###GRANT_DATE### (the “Grant Date”), between Solstice Advanced Materials Inc. (the “Company”) and ###PARTICIPANT_NAME### (the “Participant”).
OF SOLSTICE ADVANCED MATERIALS INC. AND ITS AFFILIATES RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 13th, 2025 • Solstice Advanced Materials Inc. • Aircraft engines & engine parts • Delaware
This RESTRICTED STOCK UNIT AGREEMENT made in Morris Plains, New Jersey, as of ###GRANT_DATE### (the “Grant Date”), between Solstice Advanced Materials Inc. (the “Company”) and ###PARTICIPANT_NAME### (“Participant”).
ACCELERATOR LICENSE AGREEMENTBY AND BETWEENHONEYWELL INTERNATIONAL INC.ANDSOLSTICE ADVANCED MATERIALS INC.DATED AS OF OCTOBER 30, 2025Accelerator License Agreement • October 30th, 2025 • Solstice Advanced Materials Inc. • Aircraft engines & engine parts • Delaware
This ACCELERATOR LICENSE AGREEMENT (this “Agreement”), dated as of October 30, 2025 (the “Effective Date”), is entered into by and between Honeywell International Inc., a Delaware corporation (“Honeywell”) and Solstice Advanced Materials Inc. (f/k/a Solstice Advanced Materials, LLC), a Delaware corporation (“SpinCo”) (together with Honeywell, the “Parties,” and each individually, a “Party”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN HONEYWELL INTERNATIONAL INC. AND SOLSTICE ADVANCED MATERIALS INC. DATED AS OFTransition Services Agreement • August 21st, 2025 • Solstice Advanced Materials, LLC • Aircraft engines & engine parts • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of (the “Effective Date”), is entered into by and between Honeywell International Inc., a Delaware corporation (“Honeywell”), and Solstice Advanced Materials Inc. (f/k/a Solstice Advanced Materials, LLC), a Delaware corporation (“SpinCo”) (together with Honeywell, the “Parties,” and each individually a “Party”).
OF SOLSTICE ADVANCED MATERIALS INC. AND ITS AFFILIATES RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 13th, 2025 • Solstice Advanced Materials Inc. • Aircraft engines & engine parts • Delaware
RESTRICTED STOCK UNIT AGREEMENT made in Morris Plains, New Jersey, as of ###GRANT_DATE### (“Grant Date”), between Solstice Advanced Materials Inc. (the “Company”) and ###PARTICIPANT_NAME### (“Director”).
TRADEMARK LICENSE AGREEMENT BY AND BETWEEN HONEYWELL INTERNATIONAL INC. AND SOLSTICE ADVANCED MATERIALS INC. DATED AS OF OCTOBER 30, 2025Trademark License Agreement • October 30th, 2025 • Solstice Advanced Materials Inc. • Aircraft engines & engine parts • Delaware
This TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of October 30, 2025 (the “Effective Date”), is entered into by and between Honeywell International Inc., a corporation of the state of Delaware, U.S.A., having offices located at 855 S. Mint Street, Charlotte, NC 28202 (“Licensor”) and Solstice Advanced Materials Inc. (f/k/a Solstice Advanced Materials, LLC), a Delaware corporation (“Licensee”) (together with Licensor, the “Parties,” and each individually, a “Party”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between SOLSTICE ADVANCED MATERIALS INC. and HONEYWELL INTERNATIONAL INC. Dated as ofSeparation and Distribution Agreement • August 21st, 2025 • Solstice Advanced Materials, LLC • Aircraft engines & engine parts • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of , by and between Honeywell International Inc., a Delaware corporation (“RemainCo”), and Solstice Advanced Materials Inc. (f/k/a Solstice Advanced Materials, LLC), a Delaware corporation (“SpinCo”). Each of RemainCo and SpinCo is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
OF SOLSTICE ADVANCED MATERIALS INC. AND ITS AFFILIATES [YEAR]-[YEAR] PERFORMANCE PLAN GRANT AGREEMENTPerformance Stock Unit Agreement • February 25th, 2026 • Solstice Advanced Materials Inc. • Chemicals & allied products • Delaware
This PERFORMANCE STOCK UNIT AGREEMENT made in Morris Plains, New Jersey, as of ###GRANT_DATE### (the “Grant Date”), between Solstice Advanced Materials Inc. (the “Company”) and ###PARTICIPANT_NAME### (the “Participant”).
EMPLOYEE MATTERS AGREEMENT By and Between HONEYWELL INTERNATIONAL INC. and SOLSTICE ADVANCED MATERIALS INC. Dated as ofEmployee Matters Agreement • August 21st, 2025 • Solstice Advanced Materials, LLC • Aircraft engines & engine parts
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of , by and between Honeywell International Inc., a Delaware corporation (“RemainCo”), and Solstice Advanced Materials Inc., a Delaware corporation (“SpinCo,” and together with RemainCo, the “Parties”).
AGREEMENT AND PLAN OF MERGER by and among: Solstice Advanced Materials Inc., a Delaware corporation; Solar Merger Sub One Inc., a Delaware corporation; Solar Merger Sub Two LLC, a Delaware limited liability company; and Element Solutions Inc, a...Merger Agreement • July 7th, 2026 • Solstice Advanced Materials Inc. • Chemicals & allied products • Delaware
OF SOLSTICE ADVANCED MATERIALS INC. AND ITS AFFILIATES STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • February 19th, 2026 • Solstice Advanced Materials Inc. • Chemicals & allied products • Delaware
STOCK OPTION AWARD AGREEMENT made in Morris Plains, New Jersey, as of ###GRANT_DATE### (“Grant Date”), between Solstice Advanced Materials Inc. (the “Company”) and ###PARTICIPANT_NAME### (“Participant”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 6th, 2026 • Solstice Advanced Materials Inc. • Chemicals & allied products • Delaware
This RESTRICTED STOCK UNIT AGREEMENT made in Morris Plains, New Jersey, as of ###GRANT_DATE### (the “Grant Date”), between Solstice Advanced Materials Inc. (the “Company”) and ###PARTICIPANT_NAME### (“Participant”).
BBVA ADDITIONAL LETTER OF CREDIT FACILITY AGREEMENTAdditional Letter of Credit Facility Agreement • October 30th, 2025 • Solstice Advanced Materials Inc. • Aircraft engines & engine parts • New York
Solstice Advanced Materials Inc., a Delaware corporation (the “Borrower”) and Banco Bilbao Vizcaya Argentaria, S.A. New York Branch (the “Additional Facility Issuer”) hereby enter into the following letter of credit facility and reimbursement agreement (the “Additional BBVA Facility Agreement”) on October 29, 2025:
ACCELERATOR LICENSE AGREEMENTBY AND BETWEENHONEYWELL INTERNATIONAL INC.ANDSOLSTICE ADVANCED MATERIALS INC.DATED AS OFAccelerator License Agreement • August 21st, 2025 • Solstice Advanced Materials, LLC • Aircraft engines & engine parts • Delaware
This ACCELERATOR LICENSE AGREEMENT (this “Agreement”), dated as of (the “Effective Date”), is entered into by and between Honeywell International Inc., a Delaware corporation (“Honeywell”) and Solstice Advanced Materials Inc. (f/k/a Solstice Advanced Materials, LLC), a Delaware corporation (“SpinCo”) (together with Honeywell, the “Parties,” and each individually, a “Party”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN HONEYWELL INTERNATIONAL INC. AND SOLSTICE ADVANCED MATERIALS INC. DATED AS OF OCTOBER 30, 2025Transition Services Agreement • October 30th, 2025 • Solstice Advanced Materials Inc. • Aircraft engines & engine parts • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of October 30, 2025 (the “Effective Date”), is entered into by and between Honeywell International Inc., a Delaware corporation (“Honeywell”), and Solstice Advanced Materials Inc. (f/k/a Solstice Advanced Materials, LLC), a Delaware corporation (“SpinCo”) (together with Honeywell, the “Parties,” and each individually a “Party”).
– [___] PERFORMANCE PLAN GRANT AGREEMENTPerformance Plan Grant Agreement • February 19th, 2026 • Solstice Advanced Materials Inc. • Chemicals & allied products • Delaware
This PERFORMANCE PLAN GRANT AGREEMENT made in Morris Plains, New Jersey, United States of America, as of ###GRANT_DATE### (“Grant Date”), between Solstice Advanced Materials Inc. (the “Company”) and ###PARTICIPANT_NAME### (“Participant”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 27th, 2026 • Solstice Advanced Materials Inc. • Chemicals & allied products • New York