REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ ], 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.
SEPARATION AGREEMENT BY AND BETWEEN SUNEDISON, INC. AND SUNEDISON SEMICONDUCTOR LIMITED DATED AS OF [—] [—], 2014Separation Agreement • March 21st, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices • New York
This SEPARATION AGREEMENT, made and entered into effective as of [—] [—], 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.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 21st, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 20, 2014 by and between Samsung Fine Chemicals Co., Ltd., a company organized under the laws of Korea (the “Purchaser”), and SunEdison Semiconductor Pte. Ltd., a company duly organized under the laws of Singapore which will be converted into a public company known as SunEdison Semiconductor Limited pursuant to Sections 31(2) and 31(3) of the Companies Act (Chapter 50) of Singapore (the “Conversion”) prior to the date of the Proposed IPO (the “Company”). For the avoidance of doubt, pursuant to Section 31(4) of the Companies Act (Chapter 50) of Singapore, the Conversion shall not affect the identity of SunEdison Semiconductor Pte. Ltd. or any rights or obligations of SunEdison Semiconductor Pte. Ltd. (including those under this Agreement) or render defective any legal proceedings by or against SunEdison Semiconductor Pte. Ltd. and all obligations of SunEdison Semiconductor Pte. Ltd. set out in this Agre
TECHNOLOGY JOINT DEVELOPMENT AND RIGHTS AGREEMENTTechnology Joint Development • March 21st, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices • New York
This TECHNOLOGY JOINT DEVELOPMENT AGREEMENT (“Agreement”) is made as of , (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”.
Optionee: [NAME] NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT PURSUANT TO THE SUNEDISON SEMICONDUCTOR LIMITEDStock Option Agreement • March 21st, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices • Delaware
The Board of Directors (together with any designee thereof, the “Board”) of SunEdison Semiconductor Limited (the “Company”), has determined that [NAME] (the “Optionee”) is eligible and deserving of an award under the SunEdison Semiconductor Limited 2014 Non-Employee Director Incentive Plan, as amended from time to time (the “Plan”), a copy of which is attached hereto as Exhibit B. 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.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN SUNEDISON, INC. AND SUNEDISON SEMICONDUCTOR LIMITED DATED AS OF [—], 2014Transition Services Agreement • March 21st, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices • New York
This Transition Services Agreement (this “Agreement”), made and entered into effective as of [—], 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.
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE SUNEDISON SEMICONDUCTOR LIMITED 2014 LONG-TERM INCENTIVE PLANRestricted Stock Unit Agreement • March 21st, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the grant date (“Grant Date”) specified above, is entered into by and between SunEdison Semiconductor Limited (the “Company”), and the Participant specified above, pursuant to the SunEdison Semiconductor Limited 2014 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
TAX MATTERS AGREEMENTTax Matters Agreement • March 21st, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [—], 2014, by and among SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Semiconductor Limited, a Singapore corporation and a wholly owned subsidiary of SunEdison (“SSL”) (SunEdison and SSL are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”).
JOINDER AND AMENDMENT AGREEMENT TO THE JOINT VENTURE AGREEMENTJoint Venture Agreement • March 21st, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices
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 [—], 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.
WAFER PURCHASE AND SALE AGREEMENTWafer Purchase and Sale Agreement • March 21st, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices
THIS WAFER PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of 20th Day of March, 2014 by and between Samsung Electronics Co., Ltd., a company duly organized under the laws of the Republic of Korea, having a principal place of business at 95 Samsung Ro 2-Ro Giheung-Gu, Yongin-City, Gyunggi-Do, Republic of Korea 447-742 (“Samsung”), and SunEdison Semiconductor Pte. Ltd., a company duly organized under the laws of Singapore, having a principal place of business at 501 Pearl Drive (City of O’Fallon), St. Peters, Missouri 63376, USA, which will be converted into a public company known as SunEdison Semiconductor Limited, pursuant to Sections 31(2) and 31(3) of the Companies Act (Chapter 50) of Singapore (the “Singapore Companies Act”) (the “Conversion”) prior to the date of the Proposed IPO (“Supplier”) (each a “Party” and collectively the “Parties”). For the avoidance of doubt, pursuant to Section 31(4) of the Singapore Companies Act, the Conversion shall not affec
